What laws prohibit bribery and corruption in New Zealand?

New Zealand has several key statutes that prohibit bribery and corrupt conduct. The Secret Commissions Act 1910 is the principal New Zealand statute dealing with commercial bribery. It prohibits the giving and accepting of secret commissions — commissions or gifts given to an agent without the knowledge and consent of the principal. Offences under the Act carry a maximum penalty of 2 years imprisonment. The Crimes Act 1961 contains broader bribery and corruption offences in sections 99 to 107. These include bribery of judicial officers (section 100), bribery of officials (sections 101–102), corruption and bribery of members of Parliament (section 103), and corruption of private individuals (section 105). Maximum penalties range from 7 to 14 years imprisonment. Critically, section 105C of the Crimes Act 1961 makes it an offence to bribe a foreign public official, giving effect to New Zealand's obligations under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. This applies to acts committed by New Zealand persons or entities anywhere in the world. Unlike the UK Bribery Act 2010 or the US Foreign Corrupt Practices Act, New Zealand does not have a specific consolidated anti-bribery statute — the Secret Commissions Act 1910 and the Crimes Act 1961 together form the core of New Zealand's anti-bribery legal framework.

What is prohibited under the Secret Commissions Act 1910?

The Secret Commissions Act 1910 is the primary New Zealand statute targeting commercial bribery, specifically the corrupt practice of giving secret payments or benefits to agents without the knowledge of their principals. A 'secret commission' is broadly defined to include any corrupt payment, gift, or benefit given to an agent by a person dealing with the agent's principal, where the agent's principal has not consented. Key prohibitions under the Act include: section 3 (giving secret commissions to agents); section 4 (accepting secret commissions as an agent); section 5 (using documents that are false in a material particular); and section 6 (giving false receipts to principals). The key elements of a secret commission offence are: a principal and agent relationship; a gift or payment by a third party to the agent; the gift is made without the knowledge and consent of the principal; and the gift is given corruptly, with intent to induce the agent to act in the interests of the giver or against the interests of the principal. An anti-bribery policy that prohibits accepting undisclosed commissions, gifts, or benefits from third parties directly addresses the Secret Commissions Act 1910 obligations. The Act also provides civil remedies in section 8 — any contract connected with a secret commission may be voided by the principal, and money paid under such a contract may be recovered.

Are facilitation payments legal under New Zealand law?

Facilitation payments — small payments made to government officials to speed up or secure the performance of a routine government action, such as customs clearance or obtaining a permit — occupy a legally ambiguous position in New Zealand law. Unlike Australia's Criminal Code Act, which previously contained a specific facilitation payment defence (since repealed), New Zealand's Crimes Act 1961 does not provide an express facilitation payment exemption. Under section 105C of the Crimes Act 1961, bribing a foreign public official is a criminal offence, and a facilitation payment to a foreign government official could constitute such an offence. The OECD Working Group on Bribery has expressed concern about the prevalence of facilitation payments and encourages member countries (including New Zealand) to take steps to discourage them. In practice, New Zealand enforcement authorities have historically treated small facilitation payments differently from large-scale bribery. However, an anti-bribery policy should prohibit facilitation payments as a matter of established standards and to reduce legal risk. If a facilitation payment truly cannot be avoided (for example, to prevent imminent harm to a person), it should be recorded and reported to the Compliance Officer immediately. The New Zealand Serious Fraud Office is the primary agency responsible for investigating serious and complex fraud, including cases of overseas bribery that affect New Zealand interests.

How do New Zealand anti-bribery laws apply to dealing with foreign government officials?

New Zealand enacted section 105C of the Crimes Act 1961 to implement its obligations under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OECD Anti-Bribery Convention), to which New Zealand is a signatory. Section 105C makes it an offence for a person or entity to corruptly offer, promise, or give a bribe to a foreign public official to obtain or retain business or a business advantage. A 'foreign public official' is broadly defined to include officials and employees of foreign governments at any level (national, provincial, or local), employees of state-owned enterprises, and officials of public international organisations. The offence has extraterritorial reach — it applies to conduct by New Zealand citizens, residents, and companies regardless of where the conduct occurs. The maximum penalty is 7 years imprisonment. This is comparable in scope to the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010, though New Zealand enforcement action under section 105C has historically been limited. New Zealand companies operating internationally should apply particular care when engaging with government officials in higher-risk jurisdictions, ensure enhanced due diligence on third-party agents and intermediaries who interact with government officials, and maintain records of all gifts, hospitality, and payments made in connection with government relationships.

What is the role of the Serious Fraud Office in anti-bribery enforcement in New Zealand?

The Serious Fraud Office (SFO) is New Zealand's specialist agency for investigating and prosecuting serious or complex financial crime, including bribery and corruption. The SFO was established by the Serious Fraud Office Act 1990 and operates independently of the New Zealand Police. The SFO investigates matters where the fraud or corruption involves a large amount of money (typically exceeding NZD $1 million), where the nature of the conduct is sophisticated or complex, or where the investigation requires specialist financial forensics. For bribery matters, the SFO can investigate both domestic bribery offences under the Crimes Act 1961 and foreign bribery under section 105C. The SFO has the power to compel production of documents and require witnesses to answer questions during an investigation under sections 5 and 9 of the Serious Fraud Office Act 1990. If the SFO investigation results in a prosecution, the case is prosecuted in the High Court or District Court. The SFO also accepts voluntary disclosures from organisations that have become aware of potential bribery or corruption. An organisation that self-reports to the SFO may receive more favourable treatment in any subsequent enforcement action. An anti-bribery policy that includes clear reporting channels and a process for engaging the SFO where appropriate demonstrates a commitment to compliance and good governance.

Anti-Bribery Policy (New Zealand)

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

[Organisation Name] | NZBN [Organisation NZBN]

[Organisation Address]

Effective Date: [Effective Date]

1. INTRODUCTION AND COMMITMENT

[Organisation Name] (NZBN [Organisation NZBN]) ("the Organisation") is committed to conducting its business with integrity and in accordance with the highest ethical standards. The Organisation has a zero tolerance approach to bribery and corruption in all forms.

This Anti-Bribery and Anti-Corruption Policy ("Policy") sets out the Organisation's obligations under New Zealand law and the standards of conduct expected of all persons who act on behalf of the Organisation. This Policy applies to [Scope Description].

This Policy must be read together with the Organisation's Code of Conduct, Whistleblower Policy, and other relevant internal policies.

2. LEGAL FRAMEWORK

The following New Zealand laws prohibit bribery and corrupt conduct and apply to the Organisation:

Secret Commissions Act 1910 — prohibits the giving and accepting of secret commissions (commissions or gifts given without the knowledge and consent of the principal). Offences under the Act carry a maximum penalty of imprisonment for 2 years. Both the giver and the recipient may be liable.
Crimes Act 1961 (sections 99–107) — prohibits bribery of judicial officers (section 100), bribery of officials (sections 101–102), corruption and bribery of members of Parliament (section 103), corruption and bribery of law enforcement officers (section 104), and corruption of private individuals (section 105). Offences carry maximum penalties of 7 to 14 years imprisonment.
Crimes Act 1961 (section 105C) — prohibits bribery of a foreign public official. An act of bribery of a foreign public official is a crime under New Zealand law regardless of where it occurs.
Secret Commissions Act 1910 (section 8) — any contract or agreement made in respect of a secret commission may be voided at the election of any principal, and any money paid under such an agreement may be recovered.
Financial Markets Conduct Act 2013 — imposes obligations on financial markets participants, including prohibitions on misleading conduct and market manipulation, which can intersect with anti-bribery obligations.

New Zealand is a party to the OECD Anti-Bribery Convention (Convention on Combating Bribery of Foreign Public Officials in International Business Transactions), which is given effect in New Zealand law by section 105C of the Crimes Act 1961.

3. WHAT IS PROHIBITED

The Organisation strictly prohibits the following conduct:

Offering, promising, giving, authorising, or paying any bribe — whether in cash or in any other form (including gifts, hospitality, employment, contracts, charitable donations, or political contributions) — to any person, whether a public official, foreign official, or private individual, to obtain or retain business or a business advantage.
Soliciting, accepting, or agreeing to accept any bribe from any person.
Making or authorising facilitation payments — small payments made to a government official to speed up a routine government action — except in circumstances permitted by this Policy.
Making any payment, gift, or offer that would constitute an offence under the Secret Commissions Act 1910, sections 99–105C of the Crimes Act 1961, or any other applicable law.
Using a third party, agent, or intermediary to make a payment or provide a benefit that would be prohibited if given directly by the Organisation.
Authorising or condoning conduct by a third party that would breach this Policy if carried out by an employee or officer of the Organisation.
Keeping false or incomplete accounts or records to conceal bribes or corrupt payments.

Bribery is prohibited regardless of whether it is carried out in New Zealand or in another country, and regardless of whether it is legal or customary in the country where it occurs.

4. GIFTS AND HOSPITALITY

Gifts and hospitality are a normal part of business relationships when given and received openly and proportionately. However, they can constitute bribery if they are given with corrupt intent, if they are secret, or if they are of a value that could influence a business decision or create an actual or perceived obligation.

4.1 Gifts — A gift (including any item, voucher, or tangible benefit) may be accepted or given only if:

Its value does not exceed NZD $[Gift Threshold].
It is given openly, not secretly.
It is not given or received in connection with a business decision, tender, contract award, or regulatory matter.
It would not embarrass the Organisation or the recipient if publicly disclosed.
It complies with the recipient's own organisation's policies.

Gifts above NZD $[Gift Threshold] must be declined. If refusal would cause serious offence, the gift may be accepted in the Organisation's name, recorded in the Gift Register, and donated to charity.

4.2 Hospitality — Business hospitality (meals, entertainment, events, and travel) may be accepted or provided if its value per person does not exceed NZD $[Hospitality Threshold] without prior approval from the Compliance Officer, it is provided in connection with a genuine business purpose, it is reasonable and proportionate, and it is recorded.

4.3 Facilitation Payments — Facilitation payments [Facilitation Payments].

5. POLITICAL AND CHARITABLE CONTRIBUTIONS

5.1 Political contributions — Political contributions [Political Contributions].

5.2 Charitable contributions — [Charitable Contributions]

All charitable contributions and sponsorships must be recorded and must be paid to the charitable organisation directly. No charitable contribution may be made at the request of a government official or in circumstances where it could be perceived as a quid pro quo for a business advantage.

6. THIRD-PARTY DUE DILIGENCE

The Organisation recognises that it may be held responsible for bribes paid by third parties acting on its behalf. All agreements with agents, consultants, distributors, and other intermediaries must include anti-bribery representations and warranties.

Third-party due diligence process: [Due Diligence Process]

The risk level of due diligence will be proportionate to the nature and location of the engagement. Higher-risk factors include: engagement in sectors with higher corruption risk (construction, mining, oil and gas); operations in jurisdictions with higher Corruption Perceptions Index scores; and interaction with government officials on behalf of the Organisation.

7. RECORD KEEPING AND FINANCIAL CONTROLS

Accurate financial records are a fundamental component of anti-bribery compliance. The Organisation's financial records must accurately and fairly reflect all transactions. False, misleading, or incomplete records relating to gifts, hospitality, facilitation payments, or other transactions are prohibited.

[Record Keeping Method]

The Organisation's internal controls, including segregation of duties, approval limits, and financial reporting obligations, are designed to prevent and detect bribery and corrupt payments. Any person who circumvents or attempts to circumvent these controls will be subject to disciplinary action.

8. REPORTING SUSPECTED BRIBERY AND ANTI-RETALIATION

The Organisation encourages all persons to report suspected breaches of this Policy. Reporting suspected bribery is an obligation, not merely an option, for all persons to whom this Policy applies.

[Reporting Process]

The Organisation strictly prohibits retaliation against any person who in good faith reports a suspected breach of this Policy, declines to participate in conduct that would breach this Policy, or participates in an investigation under this Policy. Reports of bribery that constitute serious wrongdoing may also be protected disclosures under the Protected Disclosures (Protection of Whistleblowers) Act 2022. The Organisation will take disciplinary action, up to and including termination of employment, against any person who retaliates against a reporter.

9. CONSEQUENCES OF BREACH

Any breach of this Policy will be treated as a serious matter. Depending on the nature of the breach, consequences may include:

Disciplinary action under the Organisation's disciplinary procedure, up to and including summary dismissal for serious misconduct.
Referral to the New Zealand Police, the Serious Fraud Office, or another regulatory authority for investigation and prosecution.
Civil liability for losses suffered by the Organisation or third parties as a result of the bribery.
Termination of the engagement of contractors, agents, or business partners.
Notification to relevant regulatory bodies where required by law.

The Organisation will not provide legal assistance to any employee or contractor who is investigated for or charged with bribery offences arising from conduct that breached this Policy.

10. TRAINING AND COMMUNICATION

All persons to whom this Policy applies will receive training on its content and on anti-bribery obligations under New Zealand law. Training will be conducted: at induction for all new employees and contractors; annually for all existing employees and contractors; and additionally for employees in higher-risk roles or functions.

The Compliance Officer is responsible for maintaining training records and for updating training materials when this Policy or applicable law changes.

11. GOVERNING LAW AND REVIEW

This Policy is governed by the laws of New Zealand, including the Secret Commissions Act 1910 and the Crimes Act 1961.

This Policy will be reviewed at least annually and updated as necessary to reflect changes in applicable law and best practice. For questions, contact [Compliance Officer Name], [Compliance Officer Role], at [Compliance Officer Email].

Chief Executive / Authorised Representative

________________

Signature

Compliance Officer

________________

Signature

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What Is a Anti-Bribery Policy (New Zealand)?

An Anti-Bribery Policy in New Zealand sets the organisation's rules and expectations on anti-bribery and corruption and the responsibilities of staff and users, supporting compliance with the Companies Act 1993.

New Zealand's anti-bribery legal framework is primarily built on two statutes. The Secret Commissions Act 1910 prohibits commercial bribery — specifically, the giving and accepting of secret commissions (corrupt payments made to agents without the knowledge of their principals). Maximum penalties under the Secret Commissions Act 1910 include up to two years' imprisonment per offence. The Crimes Act 1961 contains broader bribery and corruption offences, including bribery of judicial officers (section 100), bribery of officials (sections 101–102), corruption and bribery of members of Parliament (section 103), and the bribery of private individuals (section 105). Maximum penalties under the Crimes Act 1961 corruption provisions range from seven to fourteen years' imprisonment. Section 105C of the Crimes Act 1961 prohibits the bribery of foreign public officials, implementing New Zealand's obligations under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

New Zealand does not have a single consolidated anti-bribery statute equivalent to the UK Bribery Act 2010 or the US Foreign Corrupt Practices Act (FCPA). However, the Secret Commissions Act 1910 and the Crimes Act 1961 together provide thorough criminal prohibitions on bribery and corruption. The Serious Fraud Office, established under the Serious Fraud Office Act 1990, is New Zealand's specialist investigator for serious or complex financial crime, including bribery cases exceeding NZD 1 million.

An Anti-Bribery Policy translates these legal prohibitions into clear operational rules. The policy defines what constitutes bribery and corrupt conduct, sets out permitted limits for gifts and hospitality, prohibits facilitation payments, establishes due diligence requirements for third parties, requires accurate record-keeping consistent with the Tax Administration Act 1994, provides reporting channels for suspected bribery, and protects whistleblowers under the Protected Disclosures (Protection of Whistleblowers) Act 2022.

For New Zealand organisations operating internationally, section 105C of the Crimes Act 1961 applies regardless of where the conduct occurs. Companies supervised by the Financial Markets Authority (FMA) or listed on the NZX are additionally expected to maintain effective anti-bribery frameworks consistent with the NZX Corporate Governance Code. The forms-legal.com Anti-Bribery Policy (New Zealand) template addresses all of these statutory and governance requirements.

When Do You Need a Anti-Bribery Policy (New Zealand)?

An Anti-Bribery Policy is needed by any New Zealand organisation that is exposed to bribery or corruption risk — which includes a much wider range of organisations than many businesses appreciate.

All organisations transacting with government — any organisation that bids for government contracts, seeks regulatory approvals or licences, or interacts with public officials in the course of its business faces corruption risk. Government contracting is one of the highest-risk contexts for bribery, because of the significant value of contracts involved and the discretionary powers of public officials. A documented Anti-Bribery Policy demonstrates to government clients and regulators that the organisation takes compliance seriously.

Organisations operating internationally — any New Zealand company that exports goods or services, operates through overseas subsidiaries or joint ventures, or engages agents or distributors in overseas markets is exposed to foreign bribery risk under section 105C of the Crimes Act 1961 and the OECD Anti-Bribery Convention. Corruption risk varies significantly by jurisdiction — the Transparency International Corruption Perceptions Index (CPI) provides a useful guide to relative risk by country. An Anti-Bribery Policy with specific provisions for foreign bribery and enhanced due diligence on overseas agents is essential for internationally active NZ businesses.

Organisations in higher-risk sectors — construction, mining, oil and gas, telecommunications, and financial services are consistently identified as higher-risk sectors for bribery globally. New Zealand organisations in these sectors should have a thorough Anti-Bribery Policy and training programme regardless of whether they operate internationally.

Listed companies and regulated entities — NZX-listed companies are subject to NZX Corporate Governance Code recommendations regarding risk management, which encompasses corruption risk. Companies supervised by the Financial Markets Authority (FMA) are also expected to maintain strong compliance frameworks, including anti-bribery measures.

After any bribery-related incident — if an organisation has discovered or suspected bribery, or has been investigated by the Serious Fraud Office or another authority, implementing or updating an Anti-Bribery Policy is a critical remediation and deterrence measure.

What to Include in Your Anti-Bribery Policy (New Zealand)

A well-drafted New Zealand Anti-Bribery Policy should include the following key elements to address the legal requirements of the Secret Commissions Act 1910 and the Crimes Act 1961 and to be effective in practice.

Zero-tolerance commitment — clearly state the organisation's zero-tolerance approach to all forms of bribery and corruption, including commercial bribery under the Secret Commissions Act 1910 and the broader offences under the Crimes Act 1961. Emphasise that the prohibition applies regardless of the jurisdiction in which the conduct occurs.

Legal framework — summarise the key legislative provisions that apply: the Secret Commissions Act 1910 (commercial bribery); sections 99–107 of the Crimes Act 1961 (bribery and corruption); section 105C (foreign bribery); and New Zealand's OECD Anti-Bribery Convention obligations. Explain the maximum penalties.

Clear prohibitions — list what is prohibited: offering, giving, or accepting bribes; making or authorising facilitation payments (unless unavoidable); making political contributions in exchange for business advantage; using third parties to make payments that would be prohibited if made directly; and keeping false records.

Gifts and hospitality thresholds — set clear monetary limits for acceptable gifts (typically NZD $50) and hospitality (typically NZD $100–$200 per person), and require disclosure and approval for amounts above the threshold. Require all gifts and hospitality above a minimal value to be recorded in a Gift Register.

Facilitation payments — expressly address facilitation payments. established standards is to prohibit them entirely. If unavoidable facilitation payments are made (for example, to prevent imminent harm), require immediate reporting and recording.

Political and charitable contributions — restrict political contributions to comply with the Electoral Act 1993, and require compliance officer approval for all charitable sponsorships to prevent disguised bribery.

Third-party due diligence — require proportionate anti-bribery due diligence on all agents, distributors, consultants, and other intermediaries who may interact with government officials or act on the organisation's behalf. Require anti-bribery contractual commitments in third-party agreements.

Record keeping — require accurate records of all gifts, hospitality, facilitation payments, and political and charitable contributions. Records should be retained for at least 7 years consistent with the Tax Administration Act 1994.

Reporting and anti-retaliation — provide clear, confidential reporting channels for suspected bribery. Prohibit retaliation and reference protections under the Protected Disclosures (Protection of Whistleblowers) Act 2022.

Consequences — specify disciplinary consequences (up to dismissal) and legal consequences (referral to the Serious Fraud Office or New Zealand Police).

Training — require all relevant personnel to receive anti-bribery training at induction and annually thereafter. The forms-legal.com Anti-Bribery Policy (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.

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@misc{formslegal-anti-bribery-policy-new-zealand,
  author       = {{Forms Legal}},
  title        = {Anti-Bribery Policy (New Zealand) (New Zealand)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/new-zealand/business/corporate/anti-bribery-policy-new-zealand}},
  note         = {Free legal document template. Based on Companies Act 1993}
}

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This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer

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