Business - Parry Field Lawyers

In recent years, we have seen an increasing number of enquiries from Japanese companies regarding expansion into New Zealand (NZ). While overseas expansion was previously more common among large corporations, enquiries are now increasingly coming from owner-operated businesses, small and medium-sized enterprises (SMEs), and start-ups.

There are various ways Japanese companies enter the NZ market. Some establish a small local subsidiary as an overseas base for their Japanese parent company and begin by dispatching one representative from Japan to conduct market research and business development activities. Others acquire existing local businesses, such as restaurants or retail stores, and leave day-to-day operations to local staff.

This article outlines some of the key practical considerations Japanese companies commonly face when expanding into NZ, particularly in relation to company establishment, business acquisitions and Mergers and Acquisitions (M&A), and visa options.

Methods of Entering the New Zealand Market

There are several ways Japanese companies can establish a presence in NZ. Broadly speaking, however, they generally fall into two categories: establishing a new company, or acquiring an existing NZ business.

In the case of a new establishment, a company is incorporated in NZ and used as the base for business operations. Alternatively, an existing NZ business may be acquired, allowing the purchaser to take over an already operating business.

Which option is more suitable depends on various factors, including the industry, budget, speed of market entry, and visa strategy.

Difference Between a Subsidiary and a Branch

When establishing a presence in NZ, one of the first considerations is whether to establish a local subsidiary or operate through a branch.

A subsidiary involves incorporating a separate legal entity in NZ. In most cases, this takes the form of a limited liability company. The NZ subsidiary is treated as a separate legal entity from the Japanese parent company.

This is the most common structure used in NZ, and in practice it is often easier for local subsidiaries to open bank accounts and enter into agreements with local counterparties. A subsidiary structure may also be more suitable where the company intends to hire local staff or expand its business operations in NZ over time.

By contrast, a branch operates as an extension of the Japanese parent company. Rather than establishing a separate NZ company, the Japanese company registers itself in NZ as an “Overseas Company”.

A branch structure can be advantageous where the Japanese head office wishes to maintain closer control over operations. However, contractual and legal liabilities may extend directly to the Japanese parent company. In addition, some banks and counterparties may prefer dealing with a locally incorporated NZ entity, rather than a branch.

Ultimately, the decision between a subsidiary and a branch is not simply a legal or corporate structuring issue. It is often closely connected to the Japanese parent company’s tax, accounting, and broader group strategy. In practice, these matters are commonly considered together with Japanese tax advisers and NZ accountants.

Company Incorporation Process

In NZ, companies are incorporated online through the New Zealand Companies Office website.

The process begins with selecting and reserving a company name after confirming that no similar name already exists. Formal incorporation documents are then lodged, including information relating to the company’s directors and shareholders.

One important point is the director residency requirement. An NZ company must have at least one director who either resides in NZ, or resides in Australia and is also a director of an Australian company.

There is no minimum capital requirement in NZ. A company may also be incorporated without adopting its own constitution, in which case the default rules under the Companies Act 1993 will apply. If multiple shareholders are to be involved, such as in a joint venture with a local company, a shareholder agreement may become important.

Compared with Japan, the incorporation process itself is relatively straightforward. However, due to strengthened AML (anti-money laundering) requirements in recent years, opening a bank account can sometimes take considerable time. In particular, directors are often required to attend the local bank in person as part of the verification process.

It is also necessary to obtain an IRD number (tax number) after incorporation. In addition, NZ has a 15% Goods and Services Tax (GST), and GST registration is generally required where annual turnover is expected to exceed NZD 60,000.

For more on Company Basics in NZ, read our guide here.

Business Acquisition as an Alternative

When people think about entering the NZ market, they often imagine establishing a new company from scratch. In practice, however, acquiring an existing business is also very common.

This is particularly the case for restaurants, cafés, retail stores, cleaning businesses, and other service-based businesses.

An important distinction in NZ is that “buying a business” is not necessarily the same as “buying a company”.

In NZ, a structure commonly referred to as a “Business Purchase” is frequently used. Under this structure, the purchaser acquires business assets such as plant and equipment, stock, customers, goodwill, and operating assets, rather than purchasing the company itself.

One advantage of this structure is that it may reduce the risk of inheriting the seller company’s historical liabilities or tax issues. However, certain agreements — such as key operating contracts, leases and franchise agreements — may still require supplier, customer, landlord or franchisor consent before they can be transferred to the purchaser.

M&A (Share Purchase)

By contrast, in a Share Purchase transaction, the purchaser acquires the shares in the company itself.

One benefit of this structure is that contractual relationships, customer arrangements, and employment relationships can often continue with minimal disruption. Share Purchases are commonly used where the target business operates multiple sites or has a more complex business structure.

However, because the purchaser acquires the company itself, there is also a risk of inheriting historical tax liabilities, employment issues, off-balance-sheet liabilities, and litigation risks.

For this reason, due diligence (DD) is extremely important in Share Purchase transactions. In addition, where there are multiple shareholders involved, a new constitution and Shareholders’ Agreement for the existing company may also become important.

One important distinction between a Business Purchase and a Share Purchase is the structure through which the NZ operations will be carried on. In a Business Purchase transaction, the purchaser will generally need to establish either a subsidiary or a branch through which the business assets are acquired and operated. By contrast, in a Share Purchase transaction, the acquired company itself may continue operating as the purchaser’s NZ subsidiary, meaning that it may not be necessary to establish a separate NZ entity.

In practice, smaller transactions often proceed as Business Purchases, whereas larger or more complex transactions are more likely to proceed as Share Purchases.

NZ Expansion and Visa Considerations

When entering the NZ market, companies must consider not only how the business will operate, but also who will be sent to NZ.

One visa category commonly used during the initial stages of expansion is the Specific Purpose Work Visa (SPWV).

The SPWV is used where a person comes to NZ for a specific purpose or event. It is commonly used for expatriate or representative-style arrangements, including market research, establishment of local subsidiaries or branches, and project management activities.

On the other hand, once the business becomes more established and the company wishes to continuously employ overseas personnel, the Accredited Employer Work Visa (AEWV) framework may become relevant.

Under the AEWV system, the NZ employer must first obtain Accredited Employer status from Immigration New Zealand and satisfy various requirements, including appropriate employment agreements and market-rate remuneration. In particular, where companies intend to recruit migrant workers, including Japanese nationals holding temporary visas, the AEWV is often the primary visa pathway used in practice.

Conclusion

Expanding into NZ is no longer limited to large corporations. In recent years, we have increasingly seen smaller businesses and owner-operated companies exploring opportunities in the NZ market.

At the same time, company establishment, business acquisitions, M&A, visas, tax, property and employment law issues are all closely interconnected. The way these matters are structured at the beginning can significantly affect the success and efficiency of future operations.

For Japanese companies in particular, there are often additional considerations arising from the relationship with the Japanese parent company and the use of expatriate staff. For this reason, it is generally advisable to seek NZ professional advice at an early stage of the process.

This article is provided for general informational purposes only and does not constitute legal advice. The information provided may not be applicable to your specific circumstances. You should seek independent advice from a qualified New Zealand lawyer before making any investment or immigration decisions.

Please feel free to contact us by email immigration@parryfield.com or by phone 03 348 8480.

May 2026

近年、日本企業からニュージーランド進出に関するご相談が増えています。以前は大企業による進出が中心でしたが、最近ではオーナー企業や中小企業、スタートアップなどからの問い合わせも多くなっています。

進出方法として、日本本社の海外拠点として小規模な現地法人を立ち上げて、日本から代表者1名を派遣し市場調査や営業活動から始めるケースや、現地の飲食店や小売事業を買収し現地スタッフに運営を任せるケースなどもみられます。

本記事では、日本企業がNZへ進出する際によく検討される「会社設立」「ビジネス購入・M&A」「ビザ」について、実務上のポイントを交えながら解説します。

ニュージーランド進出の方法

日本企業がNZへ進出する方法はいくつかありますが、実務上は大きく分けて、「新たに会社を設立する方法」と、「既存のNZビジネスを取得する方法」に分かれます。

新規設立の場合は、NZ国内に新たな会社を作り、そこを拠点として営業活動を行います。一方で、既存のビジネスを購入する場合には、すでに運営されている店舗や事業を引き継ぐ形になります。どちらが適しているかは、業種や予算、進出スピード、ビザ戦略などによって大きく異なります。

現地法人と支店の違い

NZへ新規進出する場合、まず検討されるのが「現地法人（Subsidiary）」にするか、「支店（Branch）」にするかという点です。

現地法人の場合、NZに独立した法人を設立します。一般的には “Limited Liability Company” という形態が利用され、日本法人とは別の法人として扱われます。NZ国内では最も一般的な形態であり、銀行口座開設や取引先との契約においても比較的スムーズに進むことが多い印象があります。また、将来的に現地スタッフを雇用したり、事業を拡大したりすることを考えると、現地法人の方が運営しやすいケースも多く見られます。

一方で、支店は日本法人の延長としてNZで活動する形になります。NZ法人を別途設立するわけではなく、日本法人が “Overseas Company” としてNZ国内で登録されます。支店形態は、日本本社主導で管理しやすいというメリットがありますが、契約上や法的責任の面では、日本本社側に影響が及ぶ可能性があります。また、銀行や取引先によっては、支店より現地法人を好むケースもあります。

現地法人と支店のどちらが適切かは、単純な会社設立の問題ではなく、日本本社側の税務・会計・グループ戦略とも密接に関係します。実際には、日本側税理士やNZ会計士を含めて検討されるケースが一般的です。

会社設立の流れ

NZで会社を設立する場合、NZ会社登記局（New Zealand Companies Office）のウェブサイトからオンラインにて申請します。

最初に会社名を決めることになりますが、すでに類似した名称の会社がないかどうかを確認し、社名を予約するための申請を行います。その後、正式な会社設立の手続きを行い、取締役（Director）や株主（Shareholder）などの情報を登録します。なお、ここで重要なのがDirectorの居住要件です。NZ会社では、少なくとも1名のDirectorがNZに居住しているか、またはオーストラリアに居住し、かつオーストラリア会社のDirectorである必要があります。

最低資本金についての制限はありません。定款がなくても設立できますが、定款がない場合は、会社法のデフォルトルールに従うことになります。また、現地企業とのジョイントベンチャー（Joint Venture）を行う場合など、株主が複数いるケースでは、株主間契約（Shareholder Agreement）が重要になることもあります。

日本と比較すると設立手続自体は比較的シンプルですが、近年はAML（マネーロンダリング対策）の強化により、銀行口座開設など時間を要することがあり、特に銀行口座開設時には、Director本人が現地銀行へ直接出向くよう求められるケースも多くみられます。

また、会社設立時には税金番号（IRD Number）の取得も行う必要があります。なお、NZではGST（消費税）が15%あり、年間でNZD 60,000以上の売上が見込まれる場合にはGST登録も併せて必要になります。

ビジネス購入という選択肢

NZ進出というと、「会社を作って一から始める」というイメージを持たれる方も多いのですが、実際には既存ビジネスを購入するケースが多く見られます。特に飲食店、カフェ、小売、清掃業などでは、すでに営業中のビジネス権を買収する形が一般的です。ここで重要なのは、「ビジネスを買う」ことと、「会社を買う」ことは必ずしも同じではないという点です。

NZでは、Business Purchaseと呼ばれる形態がよく利用されます。これは、店舗設備や在庫、顧客、営業権などの「事業資産」を取得するものであり、会社そのものを取得するわけではありません。

そのため、売主会社の過去の債務や税務問題などを引き継ぐリスクをある程度限定できるというメリットがあります。一方で、既存のリース契約、フランチャイズ契約や重要な取引契約などについては、別途、大家（Landlord）、フランチャイズオーナー（Franchisor）、取引先から承諾や契約引継ぎが必要になる場合があります。

M&A（Share Purchase）

これに対し、M&A、特にShare Purchaseでは、会社の株式そのものを取得します。この場合、契約関係や顧客、雇用関係などを比較的スムーズに引き継げるというメリットがあります。複数店舗を持つ事業などでは、Share Purchaseが選択されることが多いようです。

ただし、会社そのものを取得する以上、過去の税務問題や労務問題、簿外債務、過去事案の訴訟リスクなども含めて承継してしまう可能性があります。そのため、Share PurchaseではDue Diligence（DD）が非常に重要になります。また、株主が複数いる場合は、株主間契約（Shareholder Agreement）の作成が重要になるケースもあります。

Business PurchaseとShare Purchaseの大きな違いの一つとして、NZ事業をどのような形で保有・運営するかという点があります。Business Purchaseの場合、通常は買主側でNZ法人や支店を設立した上で、その法人を通じて事業資産を取得・運営することになります。一方で、Share Purchaseの場合は、買収対象会社そのものをNZ拠点として利用し、そのまま事業を継続することが可能です。

実務上、日本企業がNZ進出する際には、比較的小規模な案件ではBusiness Purchase、大規模または複雑な案件ではShare Purchaseが利用される傾向があります。

NZ進出とビザ

NZ進出では、「どのような形で事業を始めるか」と同時に、「誰をNZへ派遣するか」も重要なテーマになります。

進出初期によく利用されるのが、Specific Purpose Work Visa（SPWV）です。SPWVは、特定の目的のためにNZで活動する場合に利用されるビザであり、いわゆる駐在員用のビザでもあり、市場調査、現地法人立ち上げ、支店設立、プロジェクト管理などで幅広く利用されています。「まだ本格的な営業は始まっていないが、まず代表者を送りたい」というケースでは、SPWVが検討されます。従業員数が少ない日本企業であっても、事業計画や資金状況、進出の合理性などによっては取得可能性があります。

一方で、事業が本格化し、海外からの人材を継続的に雇用する段階になると、AEWV（Accredited Employer Work Visa）が利用されます。AEWVでは、NZ側雇用主がニュージーランド移民局から認証雇用主（Accredited Employer）としての認可を取得した上で、適切な雇用契約や市場賃金などの条件を満たす必要があります。特に、一時ビザを保有する日本人を含む移民人材の採用を進める場合には、AEWVが中心となるケースが多くみられます。

まとめ

NZ進出は、必ずしも大企業だけのものではありません。近年では、中小企業やオーナー企業による小規模進出も増えています。

もっとも、会社設立、ビジネス購入、M&A、ビザ、税務、雇用法などは相互に関係しており、進出初期の設計によって、その後の運営が大きく変わることもあります。

特に日本企業の場合、日本本社との関係や駐在員派遣など、日本特有の事情も絡むため、早い段階でNZ側の専門家へ相談しながら進めることが重要といえるでしょう。

本記事は一般的な情報提供のみを目的としており、法的助言を構成するものではありません。個別の事情によって適用関係は異なるため、ご判断を行う前に、必ずニュージーランドの有資格弁護士へご相談ください。

ご相談は、shimpeisato@parryfield.com / https://www.parryfield.com/home/contact/ 03 348 8480 にお問い合わせください。

2026年5月時点

Section 9 of the Fair Trading Act 1986 prohibits a person from engaging in misleading or deceptive conduct (or conduct that is likely to mislead or deceive). However, there is often confusion around what misleading and deceptive conduct actually means. In this article we break this down and explain clearly why understanding this matters.

What is misleading or deceptive conduct?

There is no legal definition in a statute approved by Parliament of what is “misleading or deceptive”. However, it involves conduct, representations, or silence that may mislead or deceive a reasonable person in the claimant’s situation. Importantly, no intention to mislead or deceive is required to meet the standard.

You can be held liable for engaging in misleading or deceptive conduct where it occurs in trade or employment and affects consumers, businesses, or other parties who may rely on the information.

Some examples of misleading or deceptive conduct

It is probably most helpful to provide some examples of what this conduct involves. Misleading or deceptive conduct has been found to apply in a wide range of circumstances including sales promotions, hidden costs, comparative advertising and pricing, and sponsorship. Some common examples include:

Misrepresentation: for example, if a sale was advertised with a price drop from $200 to $150, but the normal price was already $150. In other words, the consumer thinks one thing (such as that it is a good price) when the reality is different.
Misleading packaging: this may also be deemed misleading or deceptive conduct. For example, if packaging states a bottle contains 500mL when it only contains 400mL.
Silence: even silence may be deemed misleading or deceptive conduct. For example, if you offer to sell someone your cafe for a price which appears reasonable based on the turnover. However, you fail to mention the number of customers has been high over the last three months while a neighbouring cafe has been closed and that things may change, or there has been a sporting event which lifted figures from what they normally would be. The turnover figure is misleading as it was not an accurate representation of the cafe’s income.

How is conduct assessed?

The approach taken by courts will help to decide whether actions amount to misleading or deceptive conduct. They will consider whether a reasonable person with the characteristics of the claimant would reasonably have been mislead. In practice, this means that conduct directed at an experienced businessperson may be less likely to be regarded as capable of misleading or deceiving such a person, compared to similar conduct directed towards a consumer.

Importantly, it is not necessary to establish that the conduct actually mislead or deceived a person, only that it had the potential to do so.

Considering your organisation’s conduct

The case law surrounding misleading and deceptive conduct can be complex and difficult to understand. Therefore, as a starting point you can think about:

Whether the conduct is true, as even partly incorrect information could be misleading.
Who is relying on the conduct? Would the average consumer be confused or get the wrong impression?
Could exaggerated or attention-grabbing conduct be regarded as factual?
Have all people you included as sponsoring, endorsing, or being associated with the conduct approved?
Can any statement about future obligations be made with certainty?
Is there any “fine print” that may make the overall impression of the conduct misleading?

This article only aims to summarise misleading or deceptive conduct, but it applies in wide range of circumstances. Therefore, if you are advertising to consumers, consider speaking with us so that we can provided tailored advice.

Independence on a charity board is essential for building trust and promoting transparency. It supports good decision-making by providing objective oversight and managing potential conflicts of interest, giving stakeholders confidence that the charity’s choices are genuinely in its best interests. A common question is: how many independent board members are needed when a company becomes a charity?

There is no universal rule, but becoming a charity represents a significant shift in mindset. In a private company, a small group of people may hold multiple roles such as, directors, shareholders, and employees, without much public scrutiny. Once an entity registers as a charity, the organisation exists to advance charitable purposes for the public benefit and ideally continues beyond the founders’ involvement. Registration brings benefits such as tax concessions and credibility, but it also entails greater accountability, transparency, and public scrutiny.

Risks of a Non-Independent Board

If the same individuals act as directors, shareholders, and employees, conflicts of interest can arise, particularly regarding remuneration, contracts, or other benefits. For example, it is inappropriate for people to decide their own salaries or employment terms. Any remuneration should be set at market rate, and those receiving it should not participate in the decision-making process.

Managing Conflicts of Interest

Charities Services’ guidance explains that conflicts of interest can be actual, potential, or perceived, and may be financial or non-financial. While conflicts are common in charities, poor management can lead to disputes, bad decisions, or reputational damage.

To manage conflicts effectively, a charity should:

Maintain a clear conflict of interest policy and an interests register
Ensure conflicts are declared at the start of meetings
Exclude conflicted individuals from discussions or decisions
Record how conflicts are handled in the minutes
Report significant conflicted transactions as related party transactions in the financial statements

Practical Guidance on Board Composition

For a company converting to a charity, it is generally expected that around half the board be truly independent. This ensures that conflicted individuals can step aside from decisions affecting their own pay or position while leaving enough independent members to make valid decisions.

Our experienced team help many charities with their governance. If you would like to talk through your situation, feel free to reach out.

The Government has announced that they will be reforming the Holidays Act 2003 (“Holidays Act”). The Holidays Act can be difficult to navigate and has long since caused issues in calculating leave entitlements and payments. The Employment Leave Bill (“Bill”) aims to consolidate and simplify leave entitlements and payments, enhancing certainty and clarity for employers and employees alike.

Key Proposed Changes

While the new Bill outlines a range of new changes (an overview of all the changes can be found at the MBIE website), the below are a few of the significant ones proposed;

Annual Leave

Annual Leave will accrue continuously in hours from day one, rather than the current entitlement of four weeks’ annual holidays after 12 months’ continuous employment. Leave will also be taken in hours and employees will be able to use their leave hours to take any part of a day off work.

Sick Leave

Under the Bill, Sick Leave will also begin to accrue from day one of employment, meaning that employees will earn sick leave in direct proportion to their contracted hours. Therefore, not all employees will receive the same amount of sick leave anymore.

Casual Employees and Additional Hours of Work

For hours worked by casual employees, and hours worked for other employees over and above contracted hours (except where those hours are compensated by salary), there will be a 12.5% leave compensation payment in lieu of annual and sick leave accrual.

Payment of Leave

The way leave is paid will also change. The same hourly leave pay rate will be used for all types of leave. It will be based on employee’s base wage for the day of leave. Fixed allowances will also continue to be paid in full during leave.

Public Holidays

Public holiday entitlements will be based on a new clearer test for determining whether an employee would have otherwise worked on the day.

Now is a great time to review your employment agreements – it is critical that employers are aware of what their current agreements provide, particularly where those do not reflect the above, and that employers get advice early.

Further, while employers will have 24 months from enactment to get their systems, contracts, and payroll practices in order before the new regime fully commences, it is prudent for employers to be liaising early with their payroll providers to ensure that leave entitlements, once the new framework comes into force, can be calculated and applied correctly.

Communication with staff about the changes will also be important, especially if some staff feel they are worse off under them. Again, early advice can help with this.

Please note that this article is not a substitute for legal advice and you should contact your lawyer about your specific situation. Please feel free to contact us to discuss how we can support you.

A Privacy Law change which affects all organisations in New Zealand has just been implemented. In this article we outline what it means and why it matters.

The change boils down to “IPP3A”, which is an acronym that refers to an addition to the third privacy principle. As a reminder, the privacy obligations in New Zealand are overseen by the Office of the Privacy Commissioner and consists of several privacy principles contained in the Privacy Act 2020.

Those 13 privacy principles cover how an organisation collects data, who it tells about that, how people can update their information and more. We outlined exactly what they are and how they work in this overview. A few years ago, when the Privacy Commissioner visited and ran a seminar at Parry Field, he summarised everything with “don’t be creepy”, which is still the best summary we’ve heard when it comes to the approach to collecting private information.

This new addition relates to a clarification and strengthening of the “indirect collection notification obligations”. Essentially what this means is that if your organisation collects information indirectly about someone and stores it, then you have to let them know.

The Privacy Commissioner gives this example in their helpful guidance here – obviously adapt it for your context and business or charity, but you can see the general principle that emerges:

“Sally makes a claim to her insurance company, Trusted Insurance Co, about damage to her car. She tells them she has taken it to Mater’s Motors for repairs. Trusted Insurance Co asks Mater’s Motors for information about the damage to the car, including whether they thought Sally was responsible for the damage. Mater’s Motors view on whether Sally was responsible for the damage is personal information about Sally. Trusted Insurance Co has indirectly collected Sally’s personal information.”

In this case the insurance company will now have an obligation by taking “reasonable steps” to notify Sally about what it collects about her including (this list is the summary from the Privacy Commissioner’s site).

the fact that the information has been collected,
the purpose of the collection,
the intended recipients of the information,
the name and address of the agency that is collecting the information and the agency that holds the information,
if the collection is authorised or required by law, which particular law, and
their rights of access to, and correction of, their information.

It is worth taking a few minutes to pause and consider if there is any part of your organisation which might collect such information indirectly about people.

Some final reflections / challenges since you have read this far relating to privacy:

Do you have a privacy officer in your organisation?
When was your policy last reviewed and updated?
Have you thought through what you would do if there was a hack of your data and it got disclosed?

We often help organisations with their privacy-related questions. If you would like to discuss your situation or would like assistance to create a bespoke privacy policy for you, feel free to reach out to our team.

In a world filled with turmoil and uncertainty, we are seeing a lot of interest in New Zealand’s revamped Active Investor Plus visa (known as AIP and sometimes as the ‘Golden Visa’). For more information on the AIP visa, view our Information Hub here.

Recent data shows billions of dollars is coming in as offshore investors look to secure a place here by showing they are investing in local initiatives. In fact, the programme’s simplified structure means there has been a 500% surge in applications and 573 applications, with $1.05 billion already invested and an additional $2.34 billion expected soon.

This could have significant implications for New Zealand companies, funds, and startups. In this article we explain what they need to consider to gain a share of the funds flowing in.

What are the key points for the AIP visa?

In our other article on the AIP we outlined all the details of how it works. In summary the key points are:

There are two investment categories:
- Growth (minimum $5m) or
- Balanced (minimum $10m)
You need to spend 21 days over three years in New Zealand for the Growth category, and 105 days over five years for the Balanced category.
There are now no English language requirements.

Invest New Zealand was established less than a year ago and it exists as “an Autonomous Crown Entity dedicated to attracting and enabling high-quality foreign direct investment that supports long-term economic growth and productivity.”

Implications for New Zealand entities seeking investment

All this can assist New Zealand-based fund managers as well as venture capitalists, private equity, startups, and those seeking investors.

What we are seeing is that it is important to structure things well, in order to be able to access this source of capital. Legal input is critical to ensure your initiative is “ticking the box” for these AIP investors. This is because they want to meet two key factors: both the investment being a good one and it allowing them to qualify for immigration purposes.

You should be considering your strategy and whether you meet the AIP investment criteria – something we can help with when deciding on a legal structure, such as:

companies,
limited partnerships,
joint ventures,
funds, and more.

The key point is that both Invest New Zealand are involved, looking at the legal investment vehicle, as well as Immigration New Zealand (INZ), from the immigration side.

At Parry Field Lawyers, our immigration team are actively helping investors and can advise on what they are looking for. This informs the structure that New Zealand entities should consider when seeking that investment, helping to attract more AIP investors.

We also regularly comment and release updates on Immigration changes and the Active Investor Visa, as well as acting for those involved in this area, so are well placed to assist and answer any questions you have.

How We Can Help

Our team combines expertise in immigration, commercial, and property to provide comprehensive guidance tailored to your needs. We can assist those in charge of startups and funds to ensure you get it right from the very start and identify issues early on, enabling you to attract more investors. Whether you require assistance with immigration procedures, investment structuring, or property regulations, we are here to help.

Please note that this article is not a substitute for legal advice and you should contact your lawyer about your specific situation. Please feel free to contact us to discuss how we can support you.

Additional resources

For more reading from a variety of angles on this topic of the AIP we recommend the following sources:

Invest New Zealand website

Beehive information with Government summary of recent statistics

Immigration NZ summary of the Visa

Icehouse Ventures perspective with a guide from startups perspective

Many of the same good governance principles apply across all sectors. However, being on a charity or for-purpose board means facing added challenges to those in the commercial sphere. By considering the unique dynamics of charity boards, this article aims to present essential lessons to improve governance in practice, based on helping many hundreds of such groups as the most active law firm in this area.

The unique dynamics of charity boards

Charity boards must find a balance between promoting organisational and public interests and charitable purposes. While board members with expertise in finance, law, or governance are valuable, without a strong understanding of the charity sector and their organisation’s work, their governance may have limited success.

This is particularly so as charity governance is often grounded in ethical or values-based considerations. For example, if a board takes actions which don’t align with values or goals, this can undermine the organisations foundation and reputation. This is particularly detrimental in a sector where maintaining strong stakeholder relationships is key to success. Additionally, where activities are seen as inherently virtuous there can be a lack of organisational accountability.

Key challenges for charity boards

Let’s unpack a few of the key challenges for charity boards:

Role blurring – a common place where things go wrong in charity governance is the blurring of lines between governance and management roles. This creates risk of board members being pulled into day-to-day operations. Although in smaller organisations it is common for people to wear multiple ‘hats’ (often as volunteers), issues arise where the board becomes too concerned with management. To avoid this, clearly define the role of board members to prevent a pull into day-to-day operations and stay focused on the board’s strategic goals.
Legal considerations and checking of rules – along with governance best practice, for many charitable organisations there are specific officer or trustee duties to be complied with under New Zealand law. Additionally, the Charities Act now requires boards to review their rules every three years and ensure they are fit for purpose. For more information see our Charities Handbook and this article on reviewing rules.
Measuring success and impact – this may be difficult in a sector where impact is often qualitative and long-term, making navigating organisational direction difficult.
Aligning organisational and board development – governance must keep pace with organisational growth and goals and aim to keep growing.
Structuring onboarding and reflection – set out clear objectives and ensure regular evaluation of performance. This should include continuing to assess and improve governance practices. A clear board charter will also offer overall guidance – setting out role, relationships, how decisions are made, procedures, inductions, committees.
Understanding your organisation’s purpose – this will help guide decision making, assess the effectiveness of governance, and navigate further growth and goals. Consider, do all your board members say the same thing when asked about purpose?
Balancing professionalism and idealism – in purpose driven organisations this may be particularly difficult amongst board members with different backgrounds.

We help many charities with their governance – let us know if you would like to talk through your situation.

In our dealings with many hundreds of charities, both to set them up and provide ongoing support, there are consistent themes and questions that arise. One of the sources of confusion relate to how boards can improve governance.

There are core duties that must be applied in charity governance to ensure not just legal compliance, but strong governance. But how can your organisation ensure these duties are not only acknowledged, but genuinely put in practice?

In this article, we break down key principles to implement strong governance. As well as this, make sure to check out our free governance resources for Boards to learn even more.

1. Purpose

A strong understanding of your charity’s purpose provides an anchor for all governance decisions. This allows a board to assess whether the actions align with the organisation’s mission and redirect where decisions have “drifted” from this purpose. This also has the benefit of providing a clearer path for navigating the strategic direction and future growth.

2. Foundations

A strong legal foundation, including the legal structure, governing document, and charitable purposes, are all paramount in the organisation’s ongoing success. Board policies also form part of these foundational elements. These create written rules and standards to prescribe operational processes. It is important that board members have a complete understanding of these legal aspects, including a true comprehension of the governing document. There is now an obligation on charities to review procedures every three years as well and ensure they are fit for purpose. Depending on your legal structure individual trustees, committee members or directors should also understand their individual legal obligations under legislation, including as officers under the Charities Act 2005.

3. People

Strong foundations need the right group of people to make a mission a reality. A board should consider whether they have the experience, skills and viewpoints needed to successfully reach goals. This includes recruiting board members with diverse backgrounds and skills, ensuring strong succession planning and fostering a culture that effectively encourages governance and continual learning.

4. Practice

In practice, strong governance requires collective decision-making, clear delegation, and role clarity. All viewpoints need to be heard and genuinely considered, with a focus on big picture governance issues rather than minor operational matters. A common downfall is where lines blur between management and governance roles. Although in smaller organisations it is common for individuals to wear multiple ‘hats’, board members should keep in mind which function they are acting under and keep these roles distinct.

5. Management

There must be an active management of risks, finances, and potential conflict of interest. Risk management should be approached proactively rather than focusing on mere compliance. Financial risks should also be considered in this manner with outlook to future planning. Consider whether you have genuine confidence in the effectiveness of these processes should the worse happen.

6. Accountability

Finally, there must be both public accountability and internal evaluation. Externally your organisation should ensure that all reporting requirements are met to support transparency with stakeholders and regulators. While internally accountability can be met with regular evaluations of board effectiveness. In New Zealand, the registered charities must now review their governance procedures every three years. This will aid ensuring that these key principles and reflected in governance documents and practices. Read more about the requirement in our article here.

This accountability and review should guide improvement of the other principles encouraging updated legal foundations, governance practices, management and even purposes.

If you would like to discuss any aspects of how your governance board operates, feel free to reach out and contact us. We also provide many resources in the form of articles, guides, videos, webinars and more.

One of the most important roles in an organisation is that of the CEO. They help to lead both internally and externally and have a focus on the implementation of the vision and mission.

But what happens when the role changes and there is a transition of CEOs? Here are a few ways to ensure a smooth transition and ensure that the new CEO can feel like they can begin a new era, without having to do things the way they have previously been done.

Staff communications: Ensure there is an announcement to all staff with both the current and future CEO to announce the transition, including rational, timeline, and expectations.
External communications: Consider how the news will be provided externally to customers, suppliers and others.
Meeting key people: It is a good idea to ensure that the old CEO introduces the new CEO to key people. For charities, it would be good to make sure that donors are informed about the change, as often the relationship is with the CEO.
Training for the new CEO: It might be worth asking the new CEO if they have any particular area they would like training in – some possible areas could be: governance, delegation skills, presentation skills, report preparation, EQ skills, or other topics.
Internal transition: Shadowing of roles could be helpful between the old CEO and the new CEO. It is also important to ensure that the CFO discusses how the finances work.
New beginnings: Having said that, it is important that the new CEO is not left with the legacy of the old CEO. In other words, a Board should be ready and allow them to start doing things their own way. As part of this, it could be important that the old CEO leaves completely and does not stay on. Otherwise, the new CEO cannot make their own way (sometimes with mistakes) and try different things.
Marketing: The changeover can be a good chance to refresh the marketing strategy and explaining of what the purpose of the organisation is.
Employment: Get a contract agreed at the start the process which is clear on expectations and responsibilities.
Performance review plan: Create a plan from the beginning on how reviews will happen and when, so there can be clear understanding from the start.

We help many organisations which have new CEOs and hope this list is of help to consider. A transition can be very positive and a good thing for the organisation.