What the government's plan to tighten investment rules means for you
The New Zealand government wants to make the rules around certain investment offers tougher, because it thinks the current rules are too loose. A government department called the Ministry of Business, Innovation and Employment (MBIE) has put out a document with ideas for change. Law firm Chapman Tripp has written a detailed response, warning that some of the changes could face pushback from the industry. RNZ
There are two main types of investment offer in New Zealand. "Retail" offers are aimed at the general public and come with stronger protections — companies must give you clear information and follow strict rules. "Wholesale" offers are aimed at experienced or wealthy investors. Because these investors are assumed to know what they are doing, the rules are lighter. The minimum investment is $750,000, according to FMA guidance. FMA
Chapman Tripp partner Penny Sheerin said wholesale offers are not suitable for inexperienced investors. The problem, she said, is that some people who are really ordinary investors certify themselves as eligible to take part in wholesale offers they may not properly understand. However, the firm's report also warned the proposed changes could go too far. Chapman Tripp said it would not support requiring wholesale offerors to get a licence, arguing that investors could simply put their money overseas if New Zealand's rules become too heavy. The report also said some changes could add unnecessary costs.
The government's financial markets watchdog, the Financial Markets Authority (FMA), has already been keeping a close eye on this area. According to Chapman Tripp's report, the FMA has taken enforcement action, completed a review of wholesale offers in late 2022, and been involved in a High Court case about investor certificates in late 2025. RNZ
The FMA published its review in October 2022, looking at wholesale offers and giving guidance to the companies making them. The guidance says companies should make sure all advertising clearly states the offer is for wholesale investors only. FMA
A particular focus has been on "eligible investor certificates." These are documents investors sign to say they meet certain criteria, like having enough investment experience. The FMA went to the High Court for clarity on how these certificates are used, after investigating wholesale property developers. In September 2025, the High Court confirmed that certificates can generally be trusted unless there is a reason to investigate further. The FMA welcomed the ruling, saying it boosts confidence in New Zealand financial markets. FMA
The FMA's Financial Conduct Report, published in June 2026, sets out the regulator's priorities for the 2026/27 financial year. Wholesale conduct remains part of that work. FMA
The broader context here is a system trying to close the gap between who the law says can take part in wholesale offers and the reality that some investors sign themselves up for deals they do not have the experience to judge. The High Court decision gave companies some comfort that they can rely on certificates without checking every detail in every case, but it did not settle the bigger question of whether self-certification works well enough. MBIE's discussion document appears aimed at that gap.
Chapman Tripp's response shows where the industry is likely to push back. The firm accepts the core problem — that some everyday investors are getting into wholesale offers they should not be in — but draws a line at measures like licensing or extra compliance costs. The argument is simple: if New Zealand's rules become much tougher than other countries', investors and companies can move their money offshore, and local investors end up with the same risk but less oversight.
No policy decisions have been made yet. The reforms are still at the consultation stage, and submissions from industry — including Chapman Tripp's — will shape what reaches Cabinet. The tension between protecting investors and keeping markets efficient is not new, but the growth of wholesale offers has made it sharper.
