Wellington Advisors LLP is a leading international corporate and legal consultancy firm advising financial, institutional, business and private clients around the world. We are a full-service firm and our team of professional experts with high technical ability and wealth of experience differentiates Wellington Advisors LLP as a leading international Legal and Corporate Business Consultancy firm.

Our local and experienced team provides the highest quality ongoing operation and management of the FSP, which is a requirement to operate and maintain the FSP status. We are offering our services to parties that want to operate a genuine business and we will become your local partner in New Zealand to provide a complete service in operating your FSP.

We are specialists with years of experience and, more importantly, success-behind us.

Wellington Advisors LLP is a leading international corporate and legal consultancy firm advising financial, institutional, business and private clients around the world. We are a full-service firm and our team of professional experts with high technical ability and wealth of experience differentiates Wellington Advisors LLP as a leading international Legal and Corporate Business Consultancy firm.

Our local and experienced team provides the highest quality ongoing operation and management of the FSP, which is a requirement to operate and maintain the FSP status. We are offering our services to parties that want to operate a genuine business and we will become your local partner in New Zealand to provide a complete service in operating your FSP.

We are specialists with years of experience and, more importantly, success-behind us.

New Zealand is recognized as a premium jurisdiction for the following reasons:

• There is no minimum capital requirement.
• It provides the all advantages of all traditional financial centres and is recognized as a true onshore financial centre which is not blacklisted by any jurisdiction or authority in the world.
• It is not perceived by OECD as a harmful tax jurisdiction and has no connotations as a tax haven.
• It is a member of the OECD and World Trade Organization.
• New Zealand is a member of the British Commonwealth, English is the main language, has a common law system, and the majority of legislation including trust law is founded on British law.
• It is not a member of the EU and is not influenced by the EU Savings Tax Directive and any future developments (should they be extended to apply to companies or trusts).

Forming a company in New Zealand is straightforward and reflects the modern corporate code which New Zealand adopted in 1993. The salient features of the company law which will be of interest to clients include:

A company must have at least one Director and one shareholder.
Directors have to be natural persons.
At least one of the Directors has to be resident in New Zealand.
There is no capital requirement although the shares are denominated according to a monetary value. The minimum value for a share is 1NZ$.
No need for a Constitution (Memorandum and Articles of Association) as the company is deemed to have all the powers of a natural person.
Shareholders may be corporate bodies or natural persons and may be either resident or non-resident.
The company needs to have a business or management service office in NZ.

If over 25% of the shares of the company are owned by a non-resident, audited annual accounts must be filed in the New Zealand Companies Office. This requirement does not apply where the shares are held by a New Zealand nominee which holds the shares on behalf of an overseas Shareholder.

New Zealand has legislated for the fast and relatively uncomplicated creation of a corporation which can operate virtually in the same manner as a bank whilst avoiding the restrictive controls of banking legislation. Under the Financial Service Providers (Registration and Dissolution) Act 2008 (‘the Act’), a New Zealand company can be registered as a financial services provider.

This means that the company is effectively registered by the Ministry of Business, Innovation and & Employment to offer financial services or, in the words of the legislation, it becomes a financial services provider.

The 21st century has seen an escalating regulation of the banking industry whereby it has become increasingly difficult to obtain a banking license with increasing government controls and requirements.

Entities without a strong New Zealand connection currently find it harder to register on the Financial Service Providers Register (‘FSPR’).

The key changes to the FSP Act include:

• Tightening of the territorial scope so that it may be clearly noticed that New Zealand is also one of your target markets;
• New regulation-making powers that can prescribe circumstances and thresholds for when an entity must register on the FSPR, and required warning statements for certain advertisements
• Provision for registration (and de-registration) of financial advisers (but not nominated representatives)
• Increased obligations for dispute resolution scheme providers to report regulatory breaches.

The requirements to obtain and maintain a New Zealand FSP have recently suffered substantial changes.

Concrete proof that the applicant:

• Has the necessary and required professional experience in the financial area, more specifically in the activity they will be applying for;
• Has the professional qualification in the financial area;
• Has set up an office with local qualified employee(s) or legal physical representative;
• Considers New Zealand based clients as the major target market to develop and carry out their financial activities;
• Has its website fully compliant with the financial activities it has been granted for;

Not all financial advisers need to be authorised by the FMA.

To become an AFA one need to meet eligibility requirements, including minimum competence requirements and good character.

Before applying to become authorised, one need to:

Join a dispute resolution scheme (DRS)
Select the financial adviser services (FAS scope) one wish to be authorised to provide.
Apply for authorisation with FSPR.

Final steps for FMA approval:

Providing evidence of good character
Meet the minimum standards of competence, knowledge and skills specified in the Code.

The Code establishes the components of the New Zealand Certificate in Financial Services Level 5 (NZ Certificate) as the minimum standard of competence for AFAs.

Cryptocurrencies are digital tokens available online via exchanges, initial coin offers (ICOs), and token events.

If you provide a ‘financial service’ related to cryptocurrencies, you need to comply with the ‘fair dealing’ requirements in the Financial Markets Conduct Act 2013 (FMC Act). The Financial Service Providers (Registration and Dispute Resolution) Act 2008 and anti-money laundering obligations may also apply. Key activities considered ‘financial services’ include exchanges, wallets, deposits, broking and ICOs.

Exchanges
Wallets
Broking
ICOs and financial services
Fair dealing, registration and other obligations

Initial coin offers (ICOs) and token events are a form of fundraising where you receive tokens that carry certain rights, such as providing access to a new product or service, or an interest in an underlying asset or project.

How an ICO is regulated? It depends whether:

• the token you are offering is a ‘financial product’ (this will depend on the specific characteristics and economic substance of that token);
• you are providing a ‘financial service’ (this will depend on the specific structure and features of the ICO);
• the person buying the token is a member of the general public (known as a ‘retail investor’) or a very experienced investor (known as a ‘wholesale investor’);
• the investor is based in New Zealand or overseas.

FMA is one of three main regulators working together to regulate economy and support a financially healthy New Zealand.

• The Reserve Bank of New Zealand – prudential regulation and supervision, in charge to implement monetary policy;
• Financial Markets Authority – Financial Conduct Regulator, in charge for licensing, compliance, supervision and systems oversight;
• Commerce Commission – In charge for Fair-trading, mergers and acquisitions, regulated industries

FMA has been shown they are not satisfied about the way the FSPs are conducting their business in NZ. In their view, just having an administrative office in NZ, it is not sufficient by a large measure.

Anyone offering financial products for issue or sale needs to comply with financial markets legislation. The Financial Markets Conduct Act 2013 (FMC Act) defines these people as issuers.

Issuers – Issuers are people who are involved in first making a financial product available. They include:

• the person (other than the guarantor) liable to pay under a debt security
• the company to which an equity security relates
• the manager of a managed investment scheme
• any party that has entered into derivatives.

Offerors – People who are the issuer for an offer of financial products for issue or in …

Who are the new licenses for?
The Financial Markets Conduct Act 2013 introduces six new types of financial market service licenses. These are for…

• Crowd funding service providers
• Peer-to-peer lending service providers
• Managed investment scheme (MIS) Managers
• Discretionary investment management service (DIMS) providers
• Derivatives issuers
• Independent trustees

In order to obtain an FSP registration and offer financial services in New Zealand and internationally, you will need:

• To register a New Zealand legal entity;
• To have its own place of business and management in New Zealand, where the company will be offering its financial services from;
• To apply for membership with a government approved Dispute Resolution Scheme (in case of services provided to retail clients);
• To register with FSPR for those financial activities/ services to be carried out;
• To open and maintain a local business bank account;
• To maintain appropriate financial and corporate records in New Zealand;
• To comply with bookkeeping, accounting, pay-rolls, audit and any other legal local requirements;

For further compliance, we need you to provide us:

• Company Application Form to be filled and signed;
• Organizational/structure chart showing board of directors, shareholders, list of senior persons (compliance officer, Money Laundering Reporting Officer and deputy) and other officers who will would be responsible for the day to day operations;
• Business plan with 3-year projections giving details of proposed activities, types of customers, products and services to be offered (brokerage, CIS securities, underwriting, etc.);
• An Internal Procedures Manual;
• An Anti-Money Laundering & Compliance Procedures Manual;
• Details of proposed membership with an Exchange, clearing and settlement facility, etc;
• Details of procedures and systems to prevent conflicts of interest, terrorism and money laundering;
• An indication as from where the company intends to operate;

Moreover and, in order to get your application exponentially successful, it is our recommendation and important for a client to visit NZ and to meet us personally, as soon as the NZ corporate entity has been registered, so that he may:

Understand the business climate in NZ and our approach to new business ventures, which are always positive, provided the client has a proposition, which is of benefit to NZ as well, and not merely to trade off on our good national reputation;

Meet his banking representative to open a full NZ bank account;

Meet his/her part time NZ Manager, either recruited by ourselves, as per Client’s request and instructions, or even if directly and locally recruited by the Client;

Have a look at the prospective part time office set up at Regus or elsewhere – service we shall be very pleased to provide you and assist you with;

Step 1
The current process appears to take about I ½ to 2 weeks to incorporate a company, obtain a NZ Bank account and necessary/eventual changes on the shareholder and directorship structure.

Step 2
A Business Plan has to be written and edited, CVs to be vetted, a NZ office and a part time manager appointed before formally applying online with FSPR. Dependent upon TBA’s input, it can take another 4 to 6 weeks for this process to be completed.

Step 3
FSPR tends to take another 4 to 5 weeks, considering all questions they may and usually place before handing over the application to FMA.

Step 4
FMA’s official position is that their enquiries will take up to 60 working days (i.e., 12 weeks) before we get a definite answer.

Total Expected Timing to get this whole process completed – 25 weeks.

Therefore 5 to 6 months for you to consider getting your own project licensed, that will be a reasonable timing.