Throughout 2025, the Overseas Investment Act 2005 underwent various amendments to promote global investment and create a more productive economy under the Overseas Investment (National Test and Other Matters) Amendment Act 2025. This article adds to our earlier articles, which outlined the Overseas Investment Act 2005 and how it relates to transactions involving overseas persons and sensitive land.
On the 6th of March 2026, Hon David Seymour released a Ministerial Directive Letter (the Letter). The Letter provided guidance to the Overseas Investment Office (OIO) regarding its administration of the overseas investment regime. We summarise some of the key takeaways and their practical implications below:
Key points:
The Letter sets out aims to retain the scope of the OIO’s screening, while increasing the regime’s efficiency. In particular, the Letter directs the OIO to:
- Increase the consent rate of lower risk or less sensitive assets;
- Focus resources on high-risk transactions; and
- Rely on information provided by investors unless there is reason to question it.
The Letter essentially directs the OIO to adopt a risk-based approach, with only certain transactions requiring the full assessment process (for instance, where there are concerns regarding threats to New Zealand’s national security or public interest).
National Interest Test
The letter also provided guidance regarding how the “national interest test” should operate in practice, which now comprises three stages as follows:
Stage 1: The initial risk assessment to determine whether a full interest assessment is necessary for the transaction. When carrying out this stage, the OIO is directed to minimise compliance costs for investors, imposing a burden “no broader than necessary”.
Stage 2: The national interest assessment, which assesses whether the transaction is likely to pose a risk to New Zealand’s national interest, and if so, whether this can be managed.
Stage 3: Where the minister decides whether to decline a transaction on the basis that it is contrary to the national interest.
How long is the process expected to take?
The Letter set out revised expectations for timeframes under the regime as follows:
- Assess 80% of stage 1 national interest assessments within 5 working days (excluding time where the regulator is waiting for information from you),
- Assess 80% of consent applications within half the relevant time frame.
What does this mean for you?
- It is all the more important that you provide the necessary information from the outset of your consent application to ensure that the OIO can complete an efficient stage 1 assessment. As highlighted above, the indicated time frames do not account for any time the OIO spends waiting for additional information from the applicant.
- You can likely expect shorter processing timeframes for transactions that are not considered “high risk” under the OIO’s criteria.
- On the contrary, applications requiring additional scrutiny from the OIO may have delayed timeframes owing to increased investigation. For instance, if the OIO considers:
- There is a material risk that the asset acquired may be operated in a way that is contrary to NZ’s interest; or
- If the trust, company or entity in the transaction has a complex or opaque structure.
- Reduced costs if you are an entity, trust or company that has a positive track record in contributing to New Zealand’s economy, a record of regulatory compliance, and that has previous consents under the regime.
Conclusion
If you are unclear whether your proposed purchase or sale of land may require consent, we encourage you to reach out to us. It is wise to err on the side of caution if in doubt, as a failure to do so could result in costs and other penalties. If you require consent under the OIA, it is best to engage in the process early to reduce the risk of delays impacting your proposed transaction.
Resources: Ministerial Directive Letter
Overseas Investment (National Interest Test and Other Matters) Amendment Act 2025
