NEW ZEALAND Law and Practice Contributed by: Ashton Goatley, Henry Willis, Sarah Keene and Erin Hickey, Webb Henderson
7. Foreign Investment/National Security 7.1 Applicable Regulator and Process Overview Overseas Investment Regulation
The OI Act also provides for review of transactions involving “strategically important businesses” (SIBs), even if the transactions would not otherwise require OIO consent as outlined in the foregoing, under the National Security and Public Order notification regime (the “NSPO Regime”). The aforementioned consent requirements apply regardless of whether the transaction occurs, or the interest is acquired, directly or indirectly. That is, an overseas transaction affecting a corporate group that has an interest in significant business assets or sen - sitive land at a subsidiary level may still require OIO consent. Timeframes The timeframes for an assessment by the OIO (and ministers, if applicable) of a consent application depend on the nature of the asset involved. For example, the OIO has a target timeframe for Signifi - cant Business Assets Consent of 35 working days, whereas a Sensitive Land Consent involving farmland has a target timeframe of 100 working days. These timeframes exclude time while the OIO is waiting for information from, or action by, the applicant. The gov - ernment has directed the OIO to complete its review of 80% of applications within half of these timeframes. If the current amendment Bill (as at 24 October 2025) is passed, the statutory timeframe for the OIO to grant consent for low-risk applications will generally be 15 working days. 7.2 Criteria for National Security Review Significant Business Assets Consent Significant Business Assets Consent will be required where an overseas person or an associate directly or indirectly: • acquires more than a 25% ownership or control interest in the securities of a person, and the value of the securities or consideration provided for them, or the gross value of the New Zealand assets of the person and its 25% or more subsidiaries, exceeds NZD100 million (consent will also be required at the 50%, 75% and 100% levels, but if the amendment Bill is passed, the requirement for consent before increasing ownership from 75% or more to 100% will only apply if the target is a SIB);
Investments by “overseas persons” and their associ - ates in certain categories of assets in New Zealand are regulated under the OI Act. The OIO is the New Zealand regulator responsible for the administration of the OI Act. Decisions under the OI Act are made either by government ministers or by the OIO under delegated authority. In broad terms, an “overseas person” is any person that is: • not a New Zealand citizen, nor ordinarily resident in New Zealand; • a body corporate that is incorporated outside New Zealand or is a “more than 25% subsidiary” of a body corporate incorporated outside New Zealand; or • a body corporate, partnership or trust that is more than 25% owned or controlled by overseas per - sons. Companies listed on the NZX have a higher threshold for being an “overseas person” – namely, if overseas persons have a beneficial interest in 50% or more of the listed company’s shares, or if overseas persons who each hold more than 10% of the listed company’s shares between them have the right to exercise more than 25% of the voting rights attached to the shares, or to control the composition of 50% or more of the board, of the listed company. Transactions Requiring Consent OIO consent may be required before giving effect to a transaction in which an overseas person directly or indirectly acquires an interest in: • significant business assets (“Significant Business Assets Consent”); • sensitive land (“Sensitive Land Consent”); or • a fishing quota.
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