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Overseas Investment

Any overseas person or entity proposing to invest directly or indirectly in New Zealand should obtain specialist New Zealand legal advice before proceeding. New Zealand’s foreign investment rules, set out in the Overseas Investment Act 2005 (OIA) and administered by the Overseas Investment Office (OIO), are among the most complex foreign investment regimes in the world.

The good news: with the right advisers, the vast majority of transactions can be navigated successfully and quickly. Our team has top-of-market expertise in every aspect of the OIA regime, and a track record of guiding overseas investors, and the international legal advisers who instruct us on their behalf, through transactions of every size and complexity.

Sensitive land

Investments in land that is ‘sensitive’ under the OIA, including residential land, rural land over five hectares, land including or adjoining marine and coastal areas, conservation areas, heritage areas, land on islands etc.

Requires OIO consent.
Applications will either fall into the primary consent "national interest" pathway or the "benefit to New Zealand" pathway (for farm land).
The benefit to New Zealand pathway for farm land has higher application fees and longer decision time frames. The national interest test may also apply.
Vendors are required to comply with prescribed farm land advertising requirements.
Various pathways apply for transactions involving residential land, depending on the nature of the investor and transaction.

Requires OIO consent.
Applications will either fall into the primary consent "national interest" pathway or the "benefit to New Zealand" pathway (for farm land).
The benefit to New Zealand pathway for farm land has higher application fees and longer decision time frames. The national interest test may also apply.
Vendors are required to comply with prescribed farm land advertising requirements.
Various pathways apply for transactions involving residential land, depending on the nature of the investor and transaction.

Significant business assets

Investments in New Zealand businesses where the value of the target business or assets exceeds NZ$100 million.

Higher thresholds apply to Australian and Singaporean non-government investors and investors from other countries with free trade agreements with New Zealand.

Requires OIO consent.
The primary consent "national interest" pathway applies.
Most applications should be decided in 'Stage 1' within one to two weeks from submission of the application, unless there are national interest concerns.
Applications will be mandatorily escalated to Stage 2 national interest assessment where foreign government investors are involved or the business is a "strategically important business".

Strategically important business

Investments in businesses and assets that are potentially relevant to New Zealand’s national security or public order, including military or dual-use technology, intelligence or security agency contractors, registered banks and providers of key financial market infrastructure, certain electricity generators, telecommunications services providers, ports and airports, and significant media businesses.

Only applies where OIO consent is not required because consent criteria are not triggered.
Notification to the Minister is mandatory for certain categories of strategically important business, and discretionary for other categories.
A Ministerial direction order allowing the transaction to proceed must be received before the transaction can proceed.
Decisions are made quickly – usually within a week or two.

Applicability and structuring

Advising on whether and how the OIA applies to a proposed transaction, including indirect offshore transactions with a New Zealand nexus. Advising on the applicability of exemptions under the OIA and associated Regulations, and structuring transactions to take advantage of those exemptions. Providing confirmatory comfort to international law firms managing regulatory input on multi-jurisdictional offshore transactions.

Sensitive land and significant business assets consent applications

Advising on the applicable consent pathway and how to navigate it successfully, including how to satisfy the national interest test, the investor test and the benefit to New Zealand test. Preparing consent applications and all required ancillary documentation, submitting these to the OIO, and managing the consent process through to obtaining consent. We are highly experienced and expert at ensuring OIO consent is obtained in a timely fashion to meet transaction timetables and with a minimum of fuss.

Farm land

Advising on farm land advertising requirements under the OIA. Obtaining farm land advertising exemptions in appropriate cases.

National security and public order (NSPO) notifications

Advising on whether a transaction falling with in the voluntary notification rules should in fact be notified depending on the nature of the assets and transaction - this requires expert advice. Preparing and submitting both voluntary and mandatory national security notifications to the OIO, and managing those processes through to receipt of a Ministerial direction order.

Advice for individuals acquiring residential property

Advising overseas individuals on how the OIA regime applies to their proposed purchase of residential property in New Zealand. Obtaining "One Home to Live In" OIA consents for permanent residence visa holders and applicants who intend to permanently emigrate to New Zealand. Obtaining >$5 million property purchase OIA consents for AIP investor visa / golden visa holders.

Vendor-side advice

Advising vendors on their obligations under the OIA regime, including preparing and submitting vendor information forms to the OIO, advising on compliance with farm land advertising requirements (and obtaining exemptions from these where appropriate). Managing the vendor's obligations throughout a competitive sale process, including advising on the merits of a purchaser's — or multiple bidders' — draft OIO consent applications to advise the vendor on prospects of success and any risk areas, including timetable risks.

Exemption applications

Advising on formal exemption applications, including exemptions from the definition of "overseas person" to bring New Zealand incorporated or registered and majority New Zealand owned and controlled entities outside of the scope of the OIA regime and allow them to introduce new overseas investors to their structure (such as AIP investors) without becoming an "overseas person". Obtaining farm land advertising exemptions for project developers.

Conditions and compliance

Advising on conditions attached to OIO consent and ensuring ongoing compliance with reporting and other consent conditions. Advising on the applicability of the Official Information Act to confidential information submitted to the OIO, and applying for the withholding of sensitive commercial, personal, or proprietary information from public release.

Policy and advocacy

Preparing submissions to the Government as part of consultation processes relating to OIA reform, and advising clients on the implications of legislative and regulatory change for their proposed and existing investments. Our experts have long-standing and trusted relationships with key personnel at the OIO which can assist in delivering outcomes and obtaining helpful confirmatory advice in marginal cases.

Working with international law firms

A significant portion of our overseas investment advisory practice is instructed by international law firms managing multi-jurisdictional transactions, who instruct us as New Zealand counsel on buy-side and sell-side bilateral and competitive processes and due diligences. We understand the pressures of cross-border deal timelines, our role in the wider advisory team, and the need for clear, helpful and easy to use advice.

We are experienced at providing:

Rapid applicability assessments and advice to confirm whether OIO consent or national security notification is required for a proposed offshore transaction.
Sell-side advisory memos in the context of competitive transactions to assist financial advisers from a deal planning and management perspective and prospective buyers to provide early comfort on prospects and timing.
Expert advice on the applicability of available exemptions to allow transactions to proceed without engaging the OIA regime, including deal structuring advice to achieve this.
Co-ordinated advice alongside competition law sign-off, where both are required for multi-jurisdictional regulatory sign off on global transactions.
Regular transaction updates and milestone reporting to keep international deal teams informed.

Chambers and Partners

Investing In... 2026 Global Practice Guide

Our specialists provide an overview of the evolving cross-border investment landscape in Aotearoa New Zealand, examining the key market trends, regulatory reforms and economic settings shaping deal activity in 2025 and influencing how inbound investment and M&A are likely to unfold in 2026.

Read the report

Work highlights

Advising Millari Group on its acquisition of the Juken sawmill property and business, including obtaining OIO consent (benefits test).
Advising PF Onings on its OIO consent (benefits test) to acquire Van Zanten Flowerbulbs NZ.
Advising Barkers Fruit Processors on its OIO consent (benefits test) to acquire a rural site for its factory expansion development.
Obtaining exemptions from the definition of "overseas person" for Castlerock Partners and New Ground Capital / Mercer New Zealand.
Acting for Chinese-owned investors on OIO consent applications for NZD257 million and NZD106 million geothermal projects in the Taupō region, a NZD130 million island development in the Auckland region, and a NZD550 million investment in sensitive land.
Advising on and obtaining OIO consent for BSA International’s acquisition of New Zealand New Milk Limited and associated entities (a consumer-ready infant formula manufacturer), via Sanulac Oceania Pty Ltd.
Acting for multiple international and domestic investors on applications for transitional exemption certificates for projects ranging from NZD25 million to NZD300 million.
Advising on OIO consent for the sale by Envictus NZ Limited of Envictus Dairies NZ Limited, a manufacturing and bottling plant for dairy and juice products.
Advising on and obtaining OIO consent for Targa Capital (overseas controlled) to invest in the development of affordable housing in New Zealand on both a build-to-sell and build-to-rent basis.
Advising on and obtaining national security notifications to the OIO for Arcadea Group’s acquisition of Radford Software Limited and Spider Tracks Limited.
Advising on and obtaining OIO notifications for numerous New Zealand acquisitions by Vela Software and Volaris Software, operating groups of Constellation Software Inc. (Canada).

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