NEW ZEALAND Law and Practice Contributed by: James Cochrane, Andrew Comer, Carlo Wan and Graeme Crombie, Lane Neave
Upcoming Regulations The Anti-Money Laundering and Countering Financ- ing of Terrorism (Supervisor, Levy, and Other Mat- ters) Amendment Act 2025 will come into force on 1 July 2026. It establishes the DIA as the sole AML/ CFT supervisor, replacing the current tripartite model (RBNZ, FMA and DIA). As mentioned in 1.1.1 Evolution of Uses of Block- chain , the implementation of CARF will affect report- ing crypto-asset service providers. 2.3 Regulated Firms and Legal Wrappers Where investors invest in a fund that in turn holds or deals in crypto-assets, the fund itself will be a regulat- ed financial product under the FMC Act, regardless of whether the underlying crypto-assets would individu- ally qualify as financial products. This triggers the full suite of regulatory requirements under the FMC Act. Managed funds, including KiwiSaver funds, dealing with crypto-assets must comply with various regula- tory requirements to ensure investor protection, finan- cial stability, and market integrity. They are regulated primarily by the FMC Act, which sets out compre- hensive requirements for the registration, disclosure, governance and ongoing compliance of MISs. These include the necessity for a licensed manager and a licensed independent supervisor to oversee the fund, as well as an independent custodian to hold and safe- guard scheme assets. These requirements ensure proper conduct and protection of investors’ interests. Managers must provide clear and timely disclosure to investors, including a PDS and annual fund updates. Additionally, managed funds must adhere to strict conduct and reporting standards, ensuring transpar- ency and accountability in their operations. NZ examples of funds with exposure to crypto-assets include: • Koura Wealth; • Crossgate Capital; and • Vault.
ing regime, with the government citing evidence that the ATM machines had become tools for organised criminal activity, including drug traffick- ing, scams, and weapons purchases. • Prediction market platforms – these were declared illegal in February 2026 under New Zealand’s gam- bling laws. In particular, the DIA determined that the Polymarket and Kalshi platforms meet the defi- nitions of “gambling” and “bookmaking” under the Gambling Act 2003 and the Racing Industry Act 2020 and, as neither company was an authorised operator, their services were deemed prohibited for New Zealand residents. • Operating a regulated market service without a licence (s 388 FMC Act) – it is an offence to provide certain market services without a licence or author- isation, including acting as a derivatives issuer. • Making a regulated offer to retail without the required disclosure/governance is prohibited. A “regulated offer” must be made in a clear, concise and effective manner, which adheres to the FMC Act disclosure and governance requirements. • Misleading promotions, including deceptive con- duct, are illegal under the FMC Act and the FTA. Retail versus wholesale investors Where a crypto-asset constitutes a “financial product” under the FMC Act (ie, a debt security, equity security, managed investment product, or derivative), any offer received in New Zealand must be classified as either a regulated (retail) offer or a wholesale offer. A regulated offer to retail investors triggers obligations including preparation of a product disclosure state- ment (PDS) and registration on Disclose (NZ’s official digital platform on which specific issuers must publish details about financial products and MISs). Depending on the product and services provided, issuers may also require a market services licence and/or appoint- ment of a supervisor. Offers made exclusively to wholesale investors (eg, investment businesses, large entities, or eligible inves- tors) are exempt from these disclosures and regis- tration requirements and are subject to significantly lighter regulatory oversight.
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