New Zealand: A Corporate/Commercial Overview

New Zealand has long been regarded as a business-friendly jurisdiction, given its developed common law system and ingrained political stability. As a result, it has benefited from significant inbound investment from a diverse range of geographies, including Australia, China, the United States and Europe. The technology and primary industries sectors have traditionally been seen as attractive.

Historically, this inbound investment has been subject to a restrictive foreign direct investment regime in the form of the Overseas Investment Act 2005 (OIA). Moreover, investments, particularly in infrastructure, have traditionally been curtailed by rigid planning and environmental laws and devolved consenting processes.

However, over the course of 2025, New Zealand has undertaken a deliberate recalibration of its approach with the intent of driving greater levels of foreign investment. A series of measures has been introduced by the coalition government, spanning overseas investment screening, resource management and financial regulation, which are designed to accelerate capital deployment and provide greater regulatory certainty for international investors.

The reforms are working: 85% of surveyed offshore investors expect M&A activity to increase, and 99% plan to invest in New Zealand within the next five years (Simpson Grierson Expanding Horizons 2025).

For international organisations weighing market entry or expansion, New Zealand now presents a materially clearer and faster pathway than in previous years.

Economic Foundations and Policy Direction

Like many countries, New Zealand suffered a debt hangover coming out of COVID which has led to insipid growth and rising unemployment. However, the macroeconomic environment is now stabilising. The Reserve Bank cut the Official Cash Rate to 2.5% in October 2025, and inflation has moderated to approximately 3.0%. GDP growth is projected to strengthen through 2026, and unemployment peaked near 5.3% but is expected to ease as growth returns.

Recognition that the nascent economic recovery requires increased investment and an infrastructure deficit has driven the government’s reform agenda. The result is a more attractive environment for investors and acquirers, with realistic pricing and reduced competition for assets. There was steady acceleration in deal activity through 2025, with offshore buyers maintaining strong interest, led by US and Australian acquirers.

Key Regulatory Developments

Overseas investment screening

The Overseas Investment (National Interest Test and Other Matters) Amendment Bill was passed into law in December and is expected to come into force in mid to late April 2026. This legislation significantly accelerates processing times for most transactions which fall within the ambit of the OIA such that, unless a transaction involves residential land, farmland, fishing quotas or strategically important assets, a 15 business day processing time will be applicable.

This will be welcome news for overseas investors who, prior to this change, could face four to six months before a decision was made – increasing transaction uncertainty and damaging target businesses.

Fast-track consenting

The Fast-Track Approvals Act 2024 has delivered measurable results since coming into force in July 2024. Approvals that previously required multi-year processes are being completed in less than 80 days on average. Twenty-two renewable energy projects are already listed in the Fast-Track Schedule, alongside infrastructure developments in transport, housing and water.

For infrastructure capital, which requires certainty around approval timelines to price transactions effectively, this represents a significant improvement. Iwi interests, community expectations and conditions management remain material to project timelines, but this reform creates a predictable pathway that investors can model into project economics.

RMA reform

In December 2025, the government introduced the most significant overhaul of planning legislation in 30 years with the release of the Natural Environment Bill and Planning Bill: 744 pages of legislation that will replace the Resource Management Act 1991.

Climate reporting adjustments

The current government has recognised that the existing climate reporting framework, originally introduced in 2021, was imposing significant costs on relatively small New Zealand businesses. Proposed reform would raise the threshold for listed issuers from NZD60 million to NZD1 billion in market capitalisation, remove managed investment schemes from mandatory reporting, and remove deemed director liability provisions. The changes aim to reduce compliance burdens for mid-cap listed entities, although global counterparties and financiers continue to expect credible ESG data.

Reform to NZ High Court Rules

Significant reforms to High Court Rules, aimed at improving access to civil justice and tackling costly delays, will come into effect in January 2026. These changes will follow the new Commercial List, introduced in the Auckland High Court in October 2025. Together, these developments signal a major shift towards a more streamlined, cost-effective and proportionate litigation process.

Where Capital Is Moving

Technology, media and telecommunications

TMT remains the most attractive sector for offshore investors. The sector’s appeal rests on intellectual property, skilled talent and export scalability. Technology and IP acquisition remains a key driver for inbound capital. Artificial intelligence seems likely to reshape transaction execution itself, with 66% of investors expecting AI to materially impact diligence and deal processes within the next 12 months.

Energy and renewables

Energy and renewables are attracting substantial transaction activity. The government has committed to doubling renewable energy generation by 2050, and fast-track consenting is accelerating project deployment. Major transactions in 2024–25 included Contact Energy’s NZD1.86 billion acquisition of Manawa Energy (completed July 2025) and Genesis Energy’s NZD64 million investment for a 65% stake in ChargeNet.

Iwi-Māori capital is increasingly partnering in energy developments. Structural challenges persist around power purchase agreement markets and grid connection timelines, but the underlying policy direction is clear and fast-track pathways are creating windows for private capital.

Healthcare and other sectors

Healthcare M&A persists on demographic drivers, with primary-care consolidation expected to continue as both strategic and financial buyers pursue platform acquisitions.

Local government is adjusting to the ongoing implementation of the Local Water Done Well regime, which involves creating separate water entities responsible for significant upgrades to water and wastewater infrastructure. This will drive substantial activity in infrastructure planning, delivery and maintenance.

Deal structures and buyer profile

Trade buyers have dominated transactions in 2025, reflecting strategic consolidation and synergy-driven acquisitions. Private equity participation has declined from 2024 levels due to higher financing costs and more selective deployment. Platform acquisitions and consolidation plays are common, as are joint ventures and strategic alliances that allow offshore entrants to de-risk market entry while establishing local presence and relationships.

Practical Considerations for Foreign Entrants

Regulatory navigation

Despite streamlining, the overseas investment regime continues to govern most significant investments in New Zealand assets. It is essential to build timing contingencies into transaction documentation and to engage early with the regulator (the Overseas Investment Office). If a transaction is likely to give rise to antitrust concerns, advice should be taken as to whether clearance should be sought from New Zealand’s Commerce Commission.

Stakeholder management

Although fast-track consenting accelerates formal approvals, it does not eliminate the need for genuine stakeholder engagement. Local consultation, particularly with iwi and community groups, remains a practical necessity for project success. International investors should plan for meaningful consultation processes rather than viewing engagement as a compliance formality.

Market Realities

The market faced challenges in 2024 and throughout 2025, with many transactions taking longer to complete as parties navigated economic uncertainty and valuation disagreements. New Zealand’s three-year electoral cycle creates potential for regulatory change that concerns some offshore investors accustomed to longer political horizons.

Competition scrutiny is increasing. The Commerce Commission’s expanded powers mean transactions in concentrated markets, particularly grocery retail, telecommunications, energy and infrastructure, will face material review. Parties should not assume quick clearance.

Outlook

The direction is clear: shorter pathways for capital, clearer regulatory frameworks and active transaction pipelines in technology and energy infrastructure. New Zealand’s position as a legally, economically and politically stable jurisdiction continues to support inbound interest and with regulatory settings now being revised to align with this perception, offshore investment into New Zealand looks set to continue. However, 2026 is an election year in New Zealand and, combined with numerous global events, there are many factors which may yet hold up the recovery.