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changes to details of name, address andpartners (including new partners) mustbe notified.Financial statements and an annualreturn must also be prepared. However,the Act does not require that thesebe audited, registered or made public(though other legislation may affect thisposition). It is worth noting that if thegeneral partner is a foreign controlledNew Zealand company or an overseascompany which is considered to becarrying on business in New Zealandby virtue of it being a general partner,this company will be required to fileaudited financial statements, as usual,which may need to include the limitedpartnership.PURCHASE OF ANEW ZEALAND BUSINESSOverseas investment regimeThe acquisition of securities, businessassets or interests in property by anoverseas person is regulated by theOverseas Investment Act 2005 andthe Overseas Investment Regulations2005. The regime is administeredby the Overseas Investment Office(“OIO”). Information on the OIO andits functions can be found at www.linz.govt.nz/overseas-investment.The acquisition by an overseas person (oran associate of an overseas person) of:(a) sensitive land or an interest insensitive land;(b) farm land;(c) significant business assets; or(d) fishing quota,will require consent from the OIObefore the acquisition is given effect.An overseas person is defined as:(a) an individual who is neither aNew Zealand citizen nor ordinarilyresident in New Zealand;(b) a partnership, body corporate ortrust where an overseas personor persons have 25% or moreownership or control (or similarrequirements are met); or(c) a company incorporated outsideNew Zealand, or in which anoverseas person or persons have25% or more of any class of share, orthe power to control 25% or moreof the company’s governing body,or 25% or more of the voting rights,or the right to exercise control over25% or more of voting rights.The acquisition of sensitive land andfarm land will be considered later inthis guide. However, fishing quotaswill not be discussed given the broadand general nature of this guide. If yourequire specialist advice on that topicplease contact us.The acquisition of significant businessassets is:(a) the acquisition of rights or interestsin securities by an overseas person(or an associate of an overseasperson) if as a result of theacquisition the overseas person hasa 25% or more ownership or controlinterest in the relevant companyor an increase in an existing 25%or more ownership or controlinterest in the relevant companyand the value of the securities orconsideration provided, or the valueof the assets of the company or thecompany together with its 25% ormore subsidiaries, exceeds NZ$100million;5

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