NEW ZEALAND Law and Practice Contributed by: James Cochrane, Andrew Comer, Carlo Wan and Graeme Crombie, Lane Neave
ties and misleading/deceptive practices, suggesting continued (and potentially increased) focus on these enforcement themes. 3. Licensing and Set-Up Requirements 3.1 Licensing Requirements In recent years, New Zealand has advanced its regu- latory framework for crypto-assets, particularly con- cerning licensing requirements for virtual asset ser- vice providers (VASPs). As there is no crypto-specific licensing regime, VASPs are now explicitly recognised as financial institutions under the AML/CFT Act. This classification mandates that VASPs register on the FSPR and adhere to AML/CFT obligations, including conducting customer due diligence and reporting pre- scribed transactions. In July 2024, the DIA issued updated AML/CFT guid- ance for VASPs clarifying that VASPs must imple- ment robust policies to identify linked transactions and determine when occasional transactions evolve into ongoing business relationships, thereby triggering enhanced compliance requirements. On 1 June 2025, the DIA issued updated guidance for implementing new customer risk rating requirements. Reporting entities are required to keep a record of the customer’s risk rating, review this rating when con- ducting customer due diligence and account monitor- ing, and update the rating where appropriate. Further discussion regarding licensing and supervi- sion of entities is in the FEC Report. 3.2 Set-Up Requirements See the discussion in 3.1 Licensing Requirements regarding the lack of a crypto-specific licence and
• the FMA may require prior approval for changes in control for certain types of licensed entities (eg, in relation to MIS managers under the FMC Act); • AML/CFT laws may require reporting for changes in control of entities undertaking suspicious activi- ties; and • digital assets entities that are registered FSPs must update registration details to reflect changes in control. 3.4 Passporting See 3.1 Licensing Requirements . New Zealand does not have a standalone regulatory regime for crypto-assets. Its existing financial services acts – principally the FMC Act, the FSP Act, and the AML/CFT Act – all have extraterritorial reach. Offshore firms providing crypto-asset services to persons in New Zealand are therefore subject to multiple over- lapping obligations depending on the nature of the service and the classification of the crypto-asset. The FMC Act applies to offers of financial products received by persons in New Zealand, regardless of where the issuer is based. An offer is deemed made in New Zealand if received there (including electroni- cally), unless the issuer demonstrates it has taken all reasonable steps to ensure persons in New Zealand may not accept the offer. 4. Cross-Border Services 4.1 Marketing Restrictions on Cross-Border Supply FMC Act – offers of financial products If a crypto-asset constitutes a financial product, an offshore issuer must comply with the FMC Act’s disclosure and governance requirements unless an exclusion or exemption applies. A market services licence from the FMA is required for certain activities. FSP Act The FSP Act requires every person in the business of providing a financial service to persons in New Zealand to register on the FSPR, subject to certain exemptions. An overseas provider must meet a mini- mum annual threshold of at least ten New Zealand-
requirements for VASPs. 3.3 Change of Control
While there are no change in control requirements specifically regarding crypto-asset firms in NZ, there are laws which could apply generally, such as:
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