Investment Agreement (New Zealand)
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INVESTMENT AGREEMENT
This Investment Agreement ("Agreement") is entered into on [Agreement Date] between:
COMPANY: [Company Name], a company registered in New Zealand (NZBN: [Company NZBN], Companies Office No: [Company Number]), of [Company Address] ("Company"); and
INVESTOR: [Investor Name], of [Investor Address] (NZBN: [Investor NZBN]) ("Investor").
This Agreement is subject to the Financial Markets Conduct Act 2013 (FMC Act), the Companies Act 1993, the Contract and Commercial Law Act 2017 (CCLA 2017), and all other applicable laws of New Zealand.
1. FMC Act Compliance and Investor Classification
1. FMC ACT COMPLIANCE AND INVESTOR CLASSIFICATION
1.1 The offer of securities under this Agreement is made on the basis that the Investor qualifies as: [Investor Classification] for the purposes of the Financial Markets Conduct Act 2013. Eligible investor certificate provided: [Eligible Investor Certificate Status].
1.2 As a wholesale investor under the FMC Act, this offer is exempt from the requirement to provide a Product Disclosure Statement (PDS) under subpart 4 of Part 3 of the FMC Act. The Investor acknowledges that, as a wholesale investor, certain investor protections available to retail investors do not apply.
1.3 The Investor confirms that the Investor's classification is accurate and will notify the Company immediately if the Investor no longer meets the relevant wholesale investor criteria. The Investor has received appropriate disclosure of the risks associated with this investment.
1.4 This Agreement and the offer of securities have not been reviewed or approved by the Financial Markets Authority (FMA). The Company is not a licensed issuer under the FMC Act for this transaction.
2. Investment
2. INVESTMENT
2.1 Subject to the terms and conditions of this Agreement, the Investor agrees to invest NZD $[Investment Amount] in the Company in exchange for: [Investment Type].
2.2 Price Per Share: NZD $[Price Per Share] per share (if equity). Number of shares to be issued: [Number of Shares] shares.
2.3 Pre-Money Valuation: NZD $[Pre-Money Valuation]. Post-Money Valuation (after this investment): NZD $[Post-Money Valuation].
2.4 Completion: The investment will be completed on [Investment Date], subject to the satisfaction of all conditions precedent set out in clause 4.
2.5 Use of Funds: The Company will use the investment funds for the following purposes: [Use of Funds Description]. The Company will not use the funds for any purpose materially different from that described without the prior written consent of the Investor.
4. Investor Rights
3. INVESTOR RIGHTS
3.1 Information Rights: The Company will provide the Investor with: [Information Rights], prepared in accordance with generally accepted accounting practice in New Zealand (NZ GAAP) or NZ IFRS as applicable. The Company will also promptly notify the Investor of any material adverse changes to the Company's business.
3.2 Pro-Rata Rights: [Has Pro-Rata Rights]. If pro-rata rights apply, the Investor has the right to participate in future rounds of financing (up to the Investor's then-current pro-rata share) to maintain the Investor's percentage ownership.
3.3 Anti-Dilution: The Company must not issue shares at a price less than the price per share paid by the Investor without providing the Investor with reasonable anti-dilution protection, in accordance with the Company's constitution and applicable law.
3.4 Transfer Restrictions: The Investor may not transfer or assign the investment or any resulting shares during the lock-up period of [Lock-up Period] months from the date of this Agreement without the prior written consent of the Company, except to an Affiliate of the Investor.
6. Representations and Warranties
4. REPRESENTATIONS AND WARRANTIES
4.1 Company's Representations: The Company represents and warrants that: (a) it is duly incorporated and validly existing under the Companies Act 1993; (b) it has the power and authority to enter into this Agreement; (c) the shares to be issued will be validly issued, fully paid, and free from encumbrances; (d) it is not insolvent and there are no winding-up proceedings pending; (e) all information provided to the Investor is accurate and not misleading.
4.2 Investor's Representations: The Investor represents and warrants that: (a) the Investor has the power and authority to enter into this Agreement; (b) the Investor meets the applicable wholesale investor criteria under the FMC Act 2013; (c) the Investor has conducted its own due diligence and is not relying solely on information provided by the Company; (d) the investment is made with funds that are the Investor's own and are not derived from unlawful activity.
7. Conditions Precedent
5. CONDITIONS PRECEDENT
5.1 The obligation of the Investor to invest is conditional upon: (a) the Company's board resolving to issue the shares / execute this Agreement; (b) the Company's constitution permitting such issuance; (c) receipt of all required regulatory and third-party approvals; (d) no material adverse change having occurred in the Company's business since the date of this Agreement.
5.2 The Company must use reasonable endeavours to satisfy all conditions precedent by the investment date.
8. Confidentiality
6. CONFIDENTIALITY
6.1 Each party must keep confidential all information received from the other party in connection with this Agreement and must not disclose it to any third party without prior written consent, except: (a) as required by law or by any regulatory body (including the FMA); (b) to professional advisers on a need-to-know basis; (c) information that is publicly available.
6.2 The confidentiality obligations in this clause survive termination of this Agreement for a period of three years.
9. General Terms
7. GENERAL TERMS
7.1 Governing Law: This Agreement is governed by and construed in accordance with the laws of New Zealand. All disputes will be subject to the jurisdiction of the courts of [Governing City], New Zealand.
7.2 Dispute Resolution: [Dispute Resolution]. The parties agree to negotiate in good faith to resolve any dispute before invoking formal dispute resolution proceedings.
7.3 FMA Oversight: The parties acknowledge that certain activities related to this investment may be subject to oversight by the Financial Markets Authority (FMA). The Company will comply with all FMC Act 2013 obligations applicable to it.
7.4 Anti-Money Laundering: Both parties acknowledge their obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) and agree to provide any information reasonably required for AML/CFT compliance purposes.
7.5 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements.
7.6 Amendments: No amendment to this Agreement is valid unless it is in writing and signed by both parties.
7.7 Severability: If any provision of this Agreement is held to be invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force and effect.
7.8 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures are valid under the Electronic Transactions Act 2002.
10. Risk Acknowledgement
8. RISK ACKNOWLEDGEMENT
8.1 The Investor acknowledges that: (a) investment in early-stage companies involves significant risk, including the risk of total loss of capital; (b) the Company's shares are not listed on a licensed market and there is no guarantee of liquidity; (c) past performance of the Company or its management is not indicative of future results; (d) this investment is not protected by the Financial Markets Authority's Compensation Schemes.
8.2 The Investor confirms that the Investor has obtained independent legal and financial advice in connection with this Agreement, or has waived the right to do so.
Execution
The parties have executed this Investment Agreement as of the date first written above.
COMPANY: [Company Name] — Director / Authorised Signatory: _________________________ Name: _________________________ Date: _____________
INVESTOR: [Investor Name] — Authorised Signatory: _________________________ Name: _________________________ Date: _____________
Company Director / Authorised Signatory
________________
Signature
Investor / Authorised Signatory
________________
Signature
What Is a Investment Agreement (New Zealand)?
An Investment Agreement in New Zealand sets the terms on which credit or investment is provided, including amounts, conditions, and repayment or return, governed by the Credit Contracts and Consumer Finance Act 2003.
In New Zealand, investment agreements are primarily governed by the Financial Markets Conduct Act 2013 (FMC Act), the Companies Act 1993, the Contract and Commercial Law Act 2017 (CCLA 2017), and the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act). The Financial Markets Authority (FMA) is the primary regulator overseeing investment offerings and financial markets conduct in New Zealand.
The FMC Act distinguishes between offers to wholesale investors (which are largely exempt from disclosure requirements) and offers to retail investors (which require a full Product Disclosure Statement and offer register entry). Most startup and growth company investments in New Zealand are structured as wholesale investor transactions to avoid the time and cost of FMA disclosure requirements. The agreement must clearly identify the investor's classification and the applicable exemption.
New Zealand's startup and venture capital ecosystem is supported by bodies such as New Zealand Venture Investment Fund (NZVIF) and angel investment networks like Angel Association New Zealand. Common investment structures include ordinary shares, preference shares, convertible notes with conversion discounts and valuation caps, and SAFEs. Investment agreements in New Zealand may be subject to the Financial Markets Conduct Act 2013 (FMCA) if the investment involves the offer of financial products (such as shares or debt securities) to the public. The FMCA is administered by the Financial Markets Authority (FMA) and requires disclosure documents (such as a Product Disclosure Statement) to be prepared for regulated offers. An investment agreement between sophisticated or wholesale investors may qualify for an exclusion under Schedule 1 of the FMCA.
When Do You Need a Investment Agreement (New Zealand)?
A New Zealand Investment Agreement is needed whenever a company raises capital from an investor in exchange for equity, a convertible instrument, or a debt product. Common situations requiring this document include: a New Zealand startup raising seed or pre-seed capital from angel investors through a convertible note or SAFE; a growth-stage company raising a Series A or B equity round from venture capital funds; a small business raising capital from a family member, friend, or private investor through a loan or equity arrangement; a company issuing preference shares to institutional investors; a joint venture partner contributing capital in exchange for an ownership stake; and a New Zealand business seeking overseas investment from foreign venture capital or private equity funds.
The agreement is particularly important when: the investment amount is significant (typically over $25,000 NZD); the investor's FMC Act classification must be documented; conversion terms for a convertible note or SAFE need to be precisely specified; investor rights such as pro-rata rights, information rights, and board representation need to be clearly defined; or AML/CFT compliance requires investor identity verification. Without a written investment agreement, disputes about the nature of the investment, the investor's rights, and the company's obligations can be extremely difficult and costly to resolve. An investment agreement is also needed when parties wish to structure an investment in a New Zealand company under the Companies Act 1993, including provisions addressing pre-emptive rights on share transfers under section 97 of the Act and tag-along or drag-along rights in a shareholders agreement.
What to Include in Your Investment Agreement (New Zealand)
A thorough New Zealand Investment Agreement must include several essential elements. First, the investor's classification under the Financial Markets Conduct Act 2013 must be clearly stated. This is a compliance requirement: if the investor is a wholesale investor, the applicable category (investment business, large investor, eligible investor, or government entity) must be identified, and — for eligible investors — confirmation that a signed Eligible Investor Certificate has been provided.
Second, the investment details must be precisely documented: the investment amount in NZD, the type of instrument (ordinary shares, preference shares, convertible note, SAFE, or loan), the price per share (for equity), the number of shares to be issued, and the pre-money and post-money valuation.
Third, if the investment involves a convertible note or SAFE, the conversion mechanics must be carefully specified: the conversion discount percentage, the valuation cap, the qualifying financing threshold, the maturity date and interest rate (for convertible notes), and what happens upon a liquidation event.
Fourth, investor rights must be addressed thoroughly: information rights (what financial reports the investor receives and how frequently), pro-rata rights (the right to participate in future financing rounds), board observer or director appointment rights, and anti-dilution protections.
Fifth, AML/CFT compliance provisions must be included, confirming that both parties have met their obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009. Sixth, the use of funds must be disclosed so the investor can assess whether the company is deploying capital as agreed. Finally, the governing law (New Zealand), dispute resolution mechanism, electronic signature provision under the Electronic Transactions Act 2002, and confidentiality obligations must all be clearly stated. The forms-legal.com Investment Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements. Additional provisions for New Zealand investment agreements include: compliance with the Financial Markets Conduct Act 2013 disclosure requirements for regulated offers; anti-money laundering obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act 2009), which requires financial institutions and certain businesses to conduct customer due diligence; Overseas Investment Act 2005 considerations where the investor is an overseas person; and tax treatment of the investment under the Income Tax Act 2007, including whether the investment is on revenue or capital account.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Investment Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/financial/agreements/nz-investment-agreement
"Investment Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/financial/agreements/nz-investment-agreement.
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author = {{Forms Legal}},
title = {Investment Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/financial/agreements/nz-investment-agreement}},
note = {Free legal document template. Based on Credit Contracts and Consumer Finance Act 2003}
}Also available for these jurisdictions:
Frequently Asked Questions
The Financial Markets Conduct Act 2013 (FMC Act) is New Zealand's primary financial markets legislation, administered by the Financial Markets Authority (FMA). It regulates the offer of financial products — including shares, debt securities, and managed investment scheme interests — to investors in New Zealand. Under the FMC Act, most offers of financial products to the public require the issuer to prepare and register a Product Disclosure Statement (PDS) and offer register entry with the FMA. However, offers made to wholesale investors are exempt from these requirements under subpart 4 of Part 3 of the FMC Act. This exemption is critical for early-stage companies and startups raising capital from angel investors, venture capital funds, and other sophisticated investors. A New Zealand investment agreement must clearly identify the investor's classification and the applicable exemption to ensure legal compliance.
Under section 3 and Schedule 1 of the Financial Markets Conduct Act 2013, a wholesale investor includes: (1) Investment businesses — entities whose principal business is investing in financial products or managing investments on behalf of others; (2) Large investors — entities or individuals with net assets of at least $5 million, or income of at least $200,000 per year for each of the last two financial years; (3) Government entities — central government, local authorities, and Crown entities; and (4) Eligible investors — persons who certify in writing (with a countersignature from a financial adviser or lawyer) that they have sufficient experience and knowledge to assess the merits and risks of the investment without needing the protections of a PDS. If an investor does not meet any of these criteria, they are classified as a retail investor and the full FMC Act disclosure regime applies, requiring a PDS.
Both convertible notes and Simple Agreements for Future Equity (SAFEs) are popular instruments for early-stage startup financing in New Zealand, as they allow investors to provide capital without requiring an immediate valuation. A convertible note is a form of debt: it bears interest (typically 6–10% per annum), has a maturity date, and converts into equity upon a qualifying fundraising round (at a discount and/or subject to a valuation cap) or is repayable at maturity if conversion does not occur. Because it is debt, it appears as a liability on the company's balance sheet. A SAFE (popularised by Y Combinator) is not debt — it carries no interest and has no maturity date. It simply gives the investor the right to receive shares upon a future qualifying event (usually a priced equity round, acquisition, or IPO). SAFEs are simpler and less expensive to document than convertible notes, but investors have no repayment rights if the company fails without raising another round.
The Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) imposes compliance obligations on New Zealand 'reporting entities', which include financial institutions, law firms involved in financial transactions, accountants, and certain other businesses. When a company raises investment capital in New Zealand, it and its advisers may need to conduct customer due diligence (CDD) on investors — verifying the investor's identity and the source of their funds. Obligations are more extensive for high-risk transactions. Angel investors and venture capital funds are often themselves reporting entities and must conduct their own AML/CFT checks. New Zealand's AML/CFT regime is supervised by the Financial Intelligence Unit (FIU) of the New Zealand Police, the Reserve Bank, and the Financial Markets Authority. Non-compliance can result in civil penalties of up to $200,000 for individuals and $2 million for entities.
Electronic signatures are legally valid in New Zealand under the Electronic Transactions Act 2002 (ETA 2002), which gives electronic signatures the same legal effect as handwritten signatures in most commercial contexts. Investment agreements between companies and investors can be signed using electronic signature platforms such as DocuSign, Adobe Sign, or other electronic signature tools, provided both parties consent to electronic execution. The agreement should include a clause confirming that electronic signatures are accepted under the ETA 2002. There is an important exception: certain documents such as deeds, wills, and some statutory declarations must be signed in wet ink and cannot be validly executed electronically under the current New Zealand law. Standard investment agreements in the form of simple contracts (not deeds) can be executed electronically. Companies Act 1993 resolutions approving share issuances can also be passed by written resolution, including electronically.
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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