New Zealand is recognized as a true
Onshore financial centre
Which is not blacklisted by any authority in the world
About Atrium Legal Lab
Atrium Legal Lab 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 Atrium Legal Lab 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.
Atrium Partners
Atrium Legal Lab brings together a unique team of lawyers, accountants, tax specialists and company formation agents.
We have excellent, committed, reliable and competent trust and corporate officers with extensive experience in delivering outstanding service and working together to ensure our clients get the maximum benefit from expertise.
Our professional experience and regular relationship to New Zealand Financial Regulators, makes Atrium a reliable choice and your partner of excellence.
From day one to the day-to-day, we have been successfully able to guide and assist all our clients building the most effective and tailored-made business solutions.
Advantages to be
licensed in New Zealand
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).
New Zealand FSP
Act 2008
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.
Key changes to the
Financial Service Providers Act 'FSP Act'
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.
NZ Financial Services
Meaning of
Financial Services
Some examples of common financial services are below:
Providing financial advice
(including investment planning)
Issuing and managing means of payment (for example, credit and debit cards, cheques, travellers’ cheques, money orders, bankers’ drafts, and electronic money)
Money transfers
Foreign currency exchanges – whether buying or selling
FSP
Permitted Services
Once registered, the FSP can offer:
Financial adviser service
Broking service
Acting as a deposit taker as defined in the Reserve Bank of New Zealand Act 1989
Keeping, investing, administering, or managing money, securities, or investment portfolios on behalf of other persons
Operating a money or value transfer service
Issuing and managing means of payment (for example, credit and debit cards, cheques, …
Who needs to be Registered?
Entities and individuals who:
- live or have a place of business in New Zealand; and
- are in the business of providing financial services (in New Zealand or overseas) must register to provide that particular financial service on the FSPR.
Those entities and individuals will have to register as a financial service provider (FSP).
This means that entities which …
For a license to be granted, there must be no doubt
That the applicant meets or can meet
All of the licensing requirements
Cryptocurrency Services
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
Want to offer cryptocurrency services?
Talk to us early
Due to the nature of cryptocurrency-related financial services, we suggest you approach us about the services you plan to offer.
We are happy to discuss requirements with you and your legal advisers on an individual basis.
ICO - Initial Coin Offering
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.
Considering Making an Offer?
We can provide you full Guidance
Talk to us Now!
FSP Registration
Recent Requirements
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;
New Zealand
Foreign Exchange Trading – Forex
Forex brokers from New Zealand are largely similar regarding regulatory compliance when compared to other regulated companies from countries such as Australia, UK, and Europe. New Zealand FX brokers have also adopted a similar legal structure and services portfolio that are implemented by its Australian counterparts. Therefore, traders have extensive freedom while trading the markets, and do not face any limitations that are usually enforced by the agencies such as NFA and the CFTC.
In fact, modern Forex brokers located in New Zealand are more concerned about consumer welfare due to the strict FMA regime.
The FMA has given specific guidelines to all companies to ensure that they adhere to the regulatory framework without fail. Therefore, as far as the safety of the investors is concerned, New Zealand and FMA provides the best regulatory environment for Forex trading.
New FMA Role
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.
Offers under the FMC Act
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 …
FMA Application
For the 6 new Financial Market
Service Licenses Under the
Financial Markets Conduct Act 2013
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
Regulated offers
DIL - Derivatives Issuer Licence
A regulated offer means an offer of financial products to one or more investors where at least one of those investors requires disclosure, usually a product disclosure statement.
The only FSP registration that requires a DIL is for this category: “Trading financial products or foreign exchange on behalf of other persons”
Your FSP application and FMA
The requirements to obtain and maintain a New Zealand FSP have recently suffered substantial changes.
The Registrar of Companies (Companies Office) has issued strict requirements on who can register as an FSP, inclusive required local presence in New Zealand and NZ as a targeted market.
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. An existing FSP or an application for one must show clearly how the FSP is conducting their business from NZ for both overseas and NZ based clients.
FMA expects that a current or prospective FSP must show clearly how they are conducting the business from NZ, in order to justify having a New Zealand FSP registration.
The Registrar and/or the FMA need to be able to visit the business address and make enquiries of management of the company or its employees in the event that a complaint is received.
Concrete proof that the applicant has set up an office with local employee(s), 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; has a trading platform set up, and marketing strategies are ready to go; subject to getting FSP registration, is ready, willing and able to commence business from NZ.
What you need to know
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;
Information we need from you
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;
To get your Application a Successful one!
It is our suggestion for a client to visit NZ and
Meet us personally, as soon as
Your NZ corporate entity has been registered
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;
Discuss with us in person!
Discuss with us in person, all the other issues likely to arise during and post FSP Registration, such as employing a full time experienced manager, who will run the operation from their NZ office, business plans, etc.
Expected Time to Complete
Your FSP Application
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.