NEW ZEALAND Trends and Developments Contributed by: Lance Jones, Olivia Hausmann, Chris Dann, Sam Wilson, Geoff Hosking and Jordan Wright, Anthony Harper
ment Act (OIA), the loosening of immigration settings for high net worth investors and the establishment of a new agency, Invest New Zealand, whose sole focus is to attract inbound overseas investment at scale. Reforms to the Overseas Investment Act 2005 The most notable legal aspect of the Going for Growth strategy from a cross-border M&A perspective is the government’s recent reforms to the OIA, intended to simplify the current OIA consent process, speed up decision-making and provide more certainty and con - fidence for investors. The impact of the reforms will be significant, as the overseas investment regime will move away from requiring offshore investors to show how their investment will benefit New Zealand (other than for investments in “farmland”) to a starting pre - sumption that overseas investment should proceed unless risks to the national interest are identified. The major changes to the OIA enacted by the gov - ernment in December 2025 under the Overseas Investment (National Interest Test and Other Matters) Amendment Act 2025 (the “Amendment Act”) are as follows. • For the first time in the OIA’s legislative history, the purpose statement has been amended to acknowl - edge the role of overseas investment in increas - ing economic opportunity in New Zealand. This will influence how the Overseas Investment Office (OIO) interprets and applies the regime to each consent application. • The existing “benefit to New Zealand test” (which requires overseas investors to establish that their investment will benefit New Zealand under a range of prescribed criteria – such as economic benefits, environmental benefits and advancing government policy), “investor test” (which is an assessment of the “character” and “capability” of an overseas investor) and “national interest test” have been consolidated into a single modified national inter - est test that will apply to all overseas investment transactions, other than investments in “farmland”, certain investments in “residential land” and fishing quotas (for which the existing tests will remain). • For transactions subject to the new consolidated test, the OIO is now required to grant consent to the transaction within 15 working days of receiving
an application unless a risk to the national inter - est is identified. In practice, the OIO has already streamlined its internal processes to enable it to grant consents faster than this. • If national interest risks are identified, the con - sent application will be referred to the Minister of Finance to assess whether the transaction is contrary to New Zealand’s national interest. The Minister will have the sole discretion to either grant or decline consent to the investment (and not the OIO). This part of the process will be longer. The primary impact of these changes is that all trans - actions that are currently subject to the “sensitive land” consent regime (other than investments in land that is “farmland” or “residential land”) or the “sig - nificant business assets” consent regime will now be subject to the modified national interest test, and are likely (unless national interest risks are identified) to receive consent within 15 working days of submitting an application. This should provide offshore investors with greater certainty and confidence when consider - ing whether to invest in many sensitive New Zealand assets, and drive inbound investment and M&A vol - umes. The new regime will take effect from a date to be set by Order in Council. If a date has not been set by 19 April 2026 (being four months from the date on which the Amendment Act received royal assent), then the Amendment Act comes into force automatically on 1 May 2026. There have been no pro-investment changes to the OIA’s “farmland” rules under the Amendment Act, meaning that prospective overseas investors in the agriculture and horticulture sectors who do not have deep pockets and transformational plans to deliver significant benefits to New Zealand will likely remain largely locked out of the asset class. New and improved investor visa pathways In 2025, the government introduced new and improved pathways to New Zealand residence for overseas migrants, to attract skilled individuals and their invest - ment capital to New Zealand.
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