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The Act overlays four structural changes on the Overseas Investment Act 2005:
1. Single statutory national-interest test (new ss 16A–16D, s 17 restated). The pre-existing "investor test" and the residual discretionary national-interest power are replaced by a single national-interest test applied to every "sensitive asset" transaction (sensitive land, significant business assets ≥ NZD 100m, fishing quota). The Minister of Finance may decline consent — or impose conditions — if the transaction is contrary to New Zealand's national interest. Factors include national-security and public-order risk, economic resilience, integrity of New Zealand's international reputation and obligations, and the character of the investor.
2. Repeat-investor mechanism (new s 29B). Where the same overseas investor has previously been assessed against investor risk factors in a national-interest test, the regulator is not required to reassess those factors in subsequent applications — provided the later transaction is not in a "strategically important business" (defence, dual-use technology, critical direct supplier, ports, airports, electricity, telecommunications, water infrastructure, media, financial-market infrastructure). The aim is to reduce double-handling costs for institutional investors who file repeat transactions.
3. Military / dual-use technology + critical-direct-supplier call-in (amended s 85). A new call-in power lets the Crown require notification of transactions involving New Zealand businesses developing, producing or supplying military or dual-use technology, or acting as a critical direct supplier (sole / dominant supplier of inputs to critical infrastructure). This is the first statutory call-in power for sensitive-technology transactions in the OIA and is the AUKUS-/Five-Eyes-aligned response to peer regimes (US CFIUS FIRRMA mandatory filings, UK NSI Act 2021 17-sector call-in, Australia FIRB 2020 national-security business regime, Canada ICA Bill C-34 prescribed-business mandatory filings).
4. No-change-of-control transactions. A new category of notifiable transaction covering acquisitions that do not change ultimate beneficial control but materially alter governance (e.g., new minority blockholder with veto rights). Closes a perceived loophole in the 2005 Act where minority-control acquisitions could avoid screening.
The Act also rebalances default decision rules toward consent (the regulator must grant consent unless a statutory ground for refusal is met) and tightens timing — most applications must be decided within 55 working days, extendable on national-security grounds.
residential-land amendment.** Brings NZ into structural parity with the Five-Eyes FDI-screening cohort (US CFIUS / FIRRMA, UK NSI Act 2021, Australia FIRB 2020, Canada ICA Bill C-34) and the EU cohort (Wet Vifo, AWG §§55-62, Décret 2014-479, EU Regulation 2019/452).
sensitive-technology M&A.** Direct functional peer of UK NSI Act 2021 advanced-materials / AI / quantum / synthetic-biology call-in, US CFIUS critical-technology mandatory filings under FIRRMA, and AU FIRB's national-security business regime. Material for NZ-side AUKUS Pillar II technology cooperation and for the small but growing NZ space / quantum / advanced-materials sector.
routine FDI** — narrower aperture than the call-in, and explicitly carved out of strategically important business. Reduces friction for property / agriculture / standard-business transactions while preserving security review where it matters.
sensitive land + significant business assets (food / horticulture / forestry / property) where the Act is liberalising. The 5-rating is reserved for regimes with high-profile prohibitions or divestitures (CFIUS); NZ's caseload has historically been modest and the new call-in is targeted rather than sector-wide.
overseas acquirer of an NZ business developing military / dual-use technology — quantum sensing, advanced materials, autonomous systems, hypersonics-relevant inputs — must consider OIA notification from 6 March 2026 onward.
telecommunications, water and financial-market infrastructure** also fall into call-in scope. Material for cross-border PE / strategic bidders acquiring engineering / maintenance / cybersecurity service firms that operate behind NZ critical-infrastructure operators.
/ commercial / agricultural side of the caseload — Treasury's RIS estimates 55-working-day default decisions reduce processing times by ~30% versus the 2024-25 baseline.
filing (from 0) and completes the Five-Eyes coverage at the horizontal-FDI-screening layer (US, UK, AU, CA, NZ — all 5 jurisdictions now have a parent statutory regime in the register).
legislation under the Act is expected to itemise the businesses to which the repeat-investor carve-out does not apply. As at filing date (12 May 2026, ~9 weeks post-commencement) no consolidated list has been published on linz.govt.nz / treasury.govt.nz.
decisions under the amended s 85 yet. Watch the Toitū Te Whenua LINZ "overseas investment decisions" register for the first military / dual-use technology or critical-direct-supplier call-in case.
Act liberalises residential-property acquisition by AIP-visa holders (≥ NZD 5m investment minimum, residential property ≥ NZD 5m purchase value). Watch for early case data on take-up through 2026 H2.
factors include "character of the investor" and "international reputation and obligations," which could be deployed against PRC SOE / SOE-adjacent acquirers similar to the AU FIRB / CA ICA posture, but is not explicit in the statute. First decisions involving PRC-linked acquirers in critical infrastructure or dual-use sectors will set the precedent.