1Existing transactions and applications not affected

1. The amendments made by the Overseas Investment Amendment Act 2018 apply only to transactions entered into on or after commencement.

2. In particular, this Act and the regulations, as in force immediately before commencement, continue to apply to the following as if the Overseas Investment Amendment Act 2018 had not been enacted:

3. any transaction entered into before commencement:
4. any application for consent that is made before commencement and that relates to a transaction entered into before commencement:
5. any application for consent that is made after commencement and that relates to a transaction entered into before commencement.

6. Subclause (2) does not limit subclause (1).

7. In this clause, entering into a contract or an arrangement before commencement is a transaction that must be treated as being entered into before commencement even if, immediately before commencement, the transaction is subject to a condition precedent.

8. If a sale or transfer of property or securities, or the issue, allotment, buyback, or cancellation of securities, occurs without a contract or an arrangement being entered into or an understanding being arrived at, the transaction must be treated as being entered into for the purpose of subclauses (1) and (2) when the property or securities are sold or transferred or the securities are issued, allotted, bought back, or cancelled (as the case may be).

9. In this clause, clause 2, and clause 3, commencement means the commencement of this clause.

2Existing transactions: benefit to New Zealand test relating to sensitive land that will be used for forestry activities

1. This clause applies to a transaction entered into before commencement if consent is not given for the transaction before commencement.

2. Despite clause 1,—

3. an application for consent for the transaction may be considered under the benefit to New Zealand test applying section 16A(3) or in accordance with section 16A(4), as inserted by the Overseas Investment Amendment Act 2018; and
4. the other provisions of this Act, as amended by the Overseas Investment Amendment Act 2018, apply accordingly.

5. Clause 1(4) and (5) applies for the purposes of this clause.

3New information-gathering powers and service provisions apply to matters before or after commencement

1. Despite clause 1,—

2. the regulator may exercise a power under section 41 (as in force after commencement) in connection with any transaction, act, omission, or other matter regardless of whether the transaction, act, omission, or other matter occurred before or after commencement; and
3. sections 54 to 55A (as in force after commencement) apply to any document that is served after commencement regardless of whether the document relates to a transaction, act, omission, or other matter that occurs before or after commencement.

4. However, section 54 (as in force after commencement) does not apply to a holder of an exemption under section 61D if the exemption was continued in force under clause 4(2) of this schedule.

5. Sections 41A to 41E (as in force after commencement) apply for the purposes of subclause (1)(a).

4Existing exemptions saved

1. An exemption made under section 61(1)(i) that is in force immediately before the commencement of section 46 of the Overseas Investment Amendment Act 2018 continues in force as if it were made under section 61C of this Act.

2. An exemption granted under regulation 37 of the Overseas Investment Regulations 2005 that is in force immediately before the commencement of section 46 of the Overseas Investment Amendment Act 2018 continues in force as if it were granted under section 61D of this Act.

3. However, sections 61B, 61D(3), 61E, and 61F(5)—

4. do not apply to those exemptions as granted; and
5. do not apply (other than section 61D(3)) to a minor or technical amendment to those exemptions, or to a replacement of those exemptions with only minor or technical amendments, made after the commencement of section 46 of the Overseas Investment Amendment Act 2018.

5Exemption relating to existing Resource Management Act 1991 requirements

1. This clause applies if an overseas person (A), or a person (B) on behalf of an overseas person, is (in effect) required to acquire an estate or interest in residential (but not otherwise sensitive) land because of—

2. a condition of a resource consent granted under the Resource Management Act 1991 before the commencement of this clause; or
3. any other requirement imposed by or under that Act and that is imposed on A or B before the commencement of this clause.

4. A transaction does not require consent for the purposes of section 10(1)(a) to the extent that it will result in an overseas investment in sensitive land that is the acquisition of that estate or interest in residential (but not otherwise sensitive) land and is entered into by A or B for the purpose of satisfying that condition or other requirement.

6Exemption relating to dwellings in large apartment developments where sales of dwellings have begun before assent date

1. This clause applies in respect of land that is being used, or intended to be used, for 1 (or more) of the following (a development):

2. in the construction of 1 or more multi-storey buildings as 1 development, where each building consists, or will consist, of at least 20 residential dwellings; or
3. to increase the number of residential dwellings in 1 or more multi-storey buildings, where the number of residential dwellings in each building will be increased by 20 or more.

4. A person involved in the development (the developer) may apply for an exemption certificate no later than the expiry of the 6-month period that starts on the date of Royal assent of the Overseas Investment Amendment Act 2018 (the assent date), specifying the land that constitutes the development (in a way that enables its boundaries to be clearly identified).

5. The relevant Minister or Ministers may grant an exemption certificate if they are satisfied that—

6. at least 20 new residential dwellings that are not completed at the assent date (the new dwellings) will be, or are likely to be, completed in the development before the expiry of the 5-year period that starts on the assent date; and
7. on or before the assent date, a transaction has been entered into by the parties in good faith in the ordinary course of business for the acquisition of 1 or more of the new dwellings that the relevant Minister or Ministers are satisfied will be, or are likely to be, completed in the development before the expiry of that 5-year period.

8. In considering whether the matters in subclause (3) are met, the relevant Minister or Ministers may have regard to factors such as—

9. whether the development has appropriate resource consent, building consent, and any other relevant authorisations; and
10. the developer’s financial strength; and
11. the previous activity of the developer (or its associates or individuals with control) regarding use of residential land; and
12. the previous record of the developer (or its associates or individuals with control) in complying with consent conditions or applying for consent conditions to be varied.

13. An exemption certificate must be applied to 100% of the new dwellings in the development.

14. A transaction does not require consent for the purposes of section 10(1)(a) to the extent that it will result in an overseas investment in sensitive land in respect of a residential dwelling in the development if—

15. the relevant land is residential (but not otherwise sensitive) land; and
16. an exemption certificate applies to the dwelling under subclause (5); and
17. the person (the purchaser) acquires the relevant land before the expiry of the 5-year period that starts on the assent date; and
18. the purchaser acquires the relevant land from—
    1. the developer; or
    2. another person from whom the exemption certificate permits the purchaser to acquire the relevant land in reliance on this exemption.

19. In any exemption certificate granted under this clause, the relevant Minister or Ministers—

20. must specify the land that constitutes the development; and
21. may specify persons or classes of persons for the purposes of subclause (6)(d) having regard to the purpose of this exemption, which is to allow persons involved in the construction of new dwellings to sell those dwellings (but not the development) to an overseas person as the first sale of the dwelling without the overseas person requiring consent.

22. The relevant Minister or Ministers may, with the agreement of the developer, vary an exemption certificate granted under this clause to the extent that it relates to the following:

23. the developer:
24. the persons specified under subclause (7)(b).

25. For the purposes of Part 2 of the Act, exemption certificate includes an exemption certificate granted under this clause.

26. Clause 1(4) and (5) applies for the purposes of this clause as if references to commencement were references to assent date.

7References to Land Transfer Act 2017

1. This clause applies until the Land Transfer Act 1952 ceases to apply to instruments lodged for registration or endorsement.

2. The definition of lodged in section 51A of this Act must be treated as including lodged for registration or endorsement under the Land Transfer Act 1952 or the Land Transfer (Computer Registers and Electronic Lodgement) Amendment Act 2002.

8Section 61G applies to conditions before and after commencement

1. Section 61G may apply to a condition regardless of whether the condition came into effect before or after the commencement of this clause.

9Provisions relating to exemptions in clauses 6 and 8 of Schedule 3

1. For the purposes of clause 6(4)(b)(i) of Schedule 3, the acquisition (or treated acquisition) of a forestry right by a related forestry investor is to be disregarded if the acquisition (or treated acquisition)—

2. was made before commencement; or
3. was made on or after commencement but resulted from a transaction referred to in clause 1(2)(a) of this schedule.

4. For the purposes of clause 8(4)(b)(ii) of Schedule 3, it does not matter if a regulated profit à prendre was first held (or treated as first held) by a related profit investor—

5. before commencement; or
6. on or after commencement as a result of a transaction referred to in clause 1(2)(a) of this schedule.

7. In this clause, commencement means the commencement of clause 1 of this schedule.

10Review of amendments relating to forestry

1. The Minister must—

2. carry out a review of the operation and effectiveness of the amendments made by the Overseas Investment Amendment Act 2018 relating to forestry (including forestry rights); and
3. prepare a report on that review, including the Minister’s recommendations for amendments to this Act (if any); and
4. present the report to the House of Representatives as soon as practicable after it has been prepared.

5. The review must be started within 2 years after the commencement of this clause.

11Application

1. The amendments to the Act made by the Comprehensive and Progressive Agreement for Trans-Pacific Partnership Amendment Act 2018, and the regulations made under section 61A, apply only to the acquisition of rights or interests in securities or of other property, or the establishment of any business, after the commencement of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership Amendment Act 2018.

12No refunds

1. No person is entitled to a refund of any fee or charge paid to the regulator for a matter under Schedule 2 of the Overseas Investment Regulations 2005 on the ground that regulations made under section 61A mean that the matter is no longer relevant (for example, that a consent that had been applied for is no longer required).

13Validation of exemptions for Australian investors

1. Nothing in the Comprehensive and Progressive Agreement for Trans-Pacific Partnership Amendment Act 2018 affects the validity of the Overseas Investment (Australia) Amendment Regulations 2013, which are also declared to have been lawfully made and to be and always have been valid.

14Interpretation in this Part

1. In this Part,—

   2020 Urgent Act means the Overseas Investment (Urgent Measures) Amendment Act 2020

   commencement, in relation to a provision that is being inserted or amended by the 2020 Urgent Act, means the commencement of the insertion or amendment

   new, in relation to a provision of this Act, means the provision as it reads immediately after commencement

   new Act means this Act as it reads immediately after the relevant provision of the 2020 Urgent Act commenced

   old, in relation to a provision of this Act, means the provision as it read immediately before commencement

   old Act means this Act as it read immediately before the relevant provision of the 2020 Urgent Act commenced.

2. Part 1 of this schedule applies when determining whether a transaction is entered into before commencement or on or after commencement (see clause 1(4) and (5)).

15Existing transactions and applications, etc

1. This clause applies for the purposes of applying a provision of this Act that relates to—

2. determining who are overseas persons, what are overseas investments in sensitive assets, and other matters in Part 1 of this Act; and
3. determining when consent is required and the criteria for consent under subpart 1 of Part 2 of this Act; and
4. the making an applications for consent and for granting consent under subpart 2 of Part 2 of this Act.

5. Except as provided in this Part, the new Act applies to—

6. transactions entered into on or after commencement:
7. applications received by the regulator on or after commencement, regardless of when the transaction is or was entered into:
8. transactions entered into before commencement in respect of which this Act requires an application to be made on or after commencement (for example, for retrospective consent):
9. any other matters that relate to events or circumstances on or after commencement.

10. The requirement for consent does not apply to a transaction that meets all of the following requirements:

11. the transaction has not been given effect to before commencement; and
12. consent has not been granted before commencement; and
13. the transaction would not require consent under the new Act or would be eligible for a standing consent under Part 4.

14. In other cases, the old Act continues to apply.

16Persons who are no longer overseas persons

1. A person who has been granted consent before commencement of section 7 of the 2020 Urgent Act (section 7 amended (who are overseas persons)), and who would have been entitled to the benefit of the standing consent granted by clause 31 (standing consent relating to New Zealand listed issuers and managed investment schemes), may apply to the regulator under section 27 for a variation of a consent granted to them while they were an overseas person.

2. To avoid doubt, this clause does not require a variation to be granted.

17Investor test

1. When applying new section 18A after commencement, the factors in new section 18A(4) apply to events (for example, convictions) before commencement in the same way as they apply to events after commencement.

18Time frames

1. Time frames set under new section 37B do not apply to any functions, powers, duties, or services under this Act that first arose for exercise, performance, or provision in respect of a matter before commencement.

19Administration

1. The powers in subpart 3 of Part 2 of the new Act apply to any circumstances for which the powers are conferred, whether occurring before, on, or after commencement.

20New information-gathering powers apply to matters before, on, or after commencement

1. The regulator may exercise a power under subpart 4 of Part 2 of the new Act in connection with any transaction, act, omission, or other matter, regardless of whether the transaction, act, omission, or other matter was entered into or otherwise occurred before, on, or after commencement.

21Enforcement

1. Except as provided in this Part,—

2. subpart 5 of Part 2 of the old Act continues to apply in relation to contraventions, or alleged contraventions, of this Act or the regulations that occurred before commencement; and
3. subpart 5 of Part 2 of the new Act applies to contraventions, or alleged contraventions, of this Act or the regulations that occur on or after commencement.

4. However, the following apply to contraventions, or alleged contraventions, of this Act or the regulations, whether occurring before, on, or after commencement:

5. new sections 46A to 46E (enforceable undertakings):
6. new sections 51AAA to 51AAE (injunctions, etc).

22Existing regulations saved

1. Regulations that are made under an old provision, and in force immediately before commencement, continue in force until revoked as if made under the new Act.

23Existing exemptions saved

1. Exemptions that are granted under an old provision, and in force immediately before commencement, continue in force until revoked as if made under the new Act.

24Call-in transactions

1. Subpart 1 of Part 3 applies only to transactions entered into on or after commencement.

2. Subpart 1 of Part 3 does not apply to transactions that would have required consent under the old Act but that would not require consent under the new Act.

3. Subpart 1 of Part 3 does not apply to transactions in respect of which a standing consent applies under Part 4.

4. A notification may be given under new subpart 1 of Part 3 early, that is, at any time before the commencement of section 52 or 53 of the 2020 Urgent Act.

25Overseas investment fishing provisions

1. This Part applies to matters under sections 56 to 58B of the Fisheries Act 1996 in the same way as it applies to similar matters under the rest of this Act.

26Transitionals, savings, and orderly implementation of 2020 Urgent Act (Repealed)

27Review of emergency notification regime

1. The Minister must review, at intervals that are no more than 90 days apart, whether the effects of the emergency continue to justify the emergency notification regime continuing in place.

2. In doing so, the Minister must have regard to the following:

3. the economic, social, and other effects of the emergency in New Zealand:
4. any risks to New Zealand’s national interest associated with transactions by overseas persons:
5. New Zealand’s international relations and international obligations.

6. If the Minister is not satisfied that the emergency notification regime should continue, the Minister must recommend to the Governor-General the commencement of section 53 of the Overseas Investment (Urgent Measures) Amendment Act 2020 (replacement of emergency notification regime with more permanent call-in regime).

28Purpose and overview of this Part (Repealed)

29Interpretation in this Part (Repealed)

30Application (Repealed)

31Standing consent relating to New Zealand listed issuers and managed investment schemes (Repealed)

32Standing consent relating to sensitive adjoining land (Repealed)

33Standing consent relating to transfer of certain debt securities (Repealed)

34Effect of standing consents on call-in (Repealed)

35Provisions do not apply to standing consents in this Part (Repealed)

36Other standing consents unaffected (Repealed)

37Interpretation in this Part

1. In this Part,—

   2021 Amendment Act means the Overseas Investment Amendment Act 2021

   commencement, in relation to a provision that is being inserted or amended by the 2021 Amendment Act, means the commencement of the insertion or amendment

   new, in relation to a provision of this Act, means the provision as it reads immediately after commencement

   new Act means this Act as it reads immediately after the relevant provision of the 2021 Amendment Act commenced

   old, in relation to a provision of this Act, means the provision as it read immediately before commencement

   old Act means this Act as it read immediately before the relevant provision of the 2021 Amendment Act commenced.

2. Part 1 of this schedule applies when determining whether a transaction is entered into before commencement or on or after commencement (see clause 1(4) and (5)).

38Existing transactions and applications, etc

1. This clause applies for the purposes of applying a provision of this Act that relates to—

2. determining who are overseas persons, what are overseas investments in sensitive assets, and other matters in Part 1 of this Act; and
3. determining when consent is required and the criteria for consent under subpart 1 of Part 2 of this Act; and
4. the making of applications for consent and for granting consent under subpart 2 of Part 2 of this Act.

5. Except as provided in this Part,—

6. old section 16(1)(f) (farm land advertising) continues to apply to transactions entered into before commencement of section 8 of the 2021 Amendment Act (regardless of when the application is received), and regulations 4 to 11 of the regulations as they read immediately before commencement of that section 8 continue to apply to those transactions accordingly; and
7. the rest of the old Act continues to apply to applications received by the regulator before commencement (regardless of when the transaction is or was entered into or whether it has been given effect to) and any other matters that relate to events or circumstances before commencement; and
8. in other cases, the new Act applies (including to transactions entered into but not given effect to).

39Persons who are no longer overseas persons

1. A person who ceases to be an overseas person on commencement of section 5 (section 7 amended (who are overseas persons)) may apply to the regulator under section 27 for a variation of a consent granted to them while they were an overseas person.

2. In addition to the powers in section 27, the relevant Ministers may revoke a condition of a consent that this Act required to be imposed.

3. To avoid doubt, this clause does not require a variation to be granted.

40Calculating total term of interest in land under Schedule 1A

1. When calculating the total term of an interest in land under Schedule 1A, the duration of a previous interest acquired before commencement must be disregarded (whether the term of the previous interest commences before or after commencement).

41Benefit test

1. When applying section 16A after commencement, section 16A(1A)(a) applies in the same way regardless of whether the counterfactual relates to the existing state of affairs before, on, or after commencement.

42Investor test

1. New section 29A(3) and (4) (investor test applications where no change since investor test last met) does not apply to a person until the person has met the investor test under new section 18A (which, to avoid doubt, may be after an application made under new section 29A(1)).

43Existing regulations saved

1. Regulations that are made under an old provision, and in force immediately before commencement, continue in force until revoked as if made under the new Act.

44Fees and charges

1. New section 61(1)(e) applies to enable fees and charges to be prescribed that meet any shortfall in cost recovery for any of the preceding 4 financial years even if 1 or more of the preceding 4 financial years occurs before commencement.

2. The Minister must commence the first review under section 61(4) before 30 June 2023.

45Existing exemptions saved

1. Exemptions that are granted under an old provision, and in force immediately before commencement, continue in force until revoked as if made under the new Act.

46Exactly 25% ownership or control interests and consents

1. This clause applies if—

2. an overseas person or associate has an exactly 25% ownership or control interest immediately before commencement; and
3. consent was granted to the overseas person or associate to acquire that interest; and
4. the amendments made by the Overseas Investment (Urgent Measures) Amendment Act 2020 did not apply to the consent (for example, because it was granted before 16 June 2020).

5. The person is treated as if their existing ownership or control interest limit is 50% for the purpose of sections 12(2) and 82(3) provided that the person or associate continues to have an exactly 25% ownership or control interest immediately before the increase referred to in the relevant provision.

47Overseas investment fishing provisions

1. This Part applies to matters under sections 56 to 58B of the Fisheries Act 1996 in the same way as it applies to similar matters under the rest of this Act.

48Application of this Part

1. This Part, other than clause 51, applies until the main commencement date (as defined in clause 2 of Schedule 1 of the Legislation Act 2019).

2. If this Part comes into force on or after the main commencement date, clause 51 has effect when this Part comes into force; otherwise clause 51 has no effect.

49Exemption under section 20

1. An exemption made under section 20(1)(b) must be published—

2. on an Internet site maintained by, or on behalf of, the regulator; and
3. in the Gazette.

50Orders in Council relating to statutory management

1. An Order in Council made under section 95, 101, or 106 is not a legislative instrument or a disallowable instrument for the purposes of the Legislation Act 2012 and does not have to be presented to the House of Representatives under section 41 of that Act.

51Amendment of sections 95, 101, and 106

1. Sections 95(5), 101(5), and 106(4) (as inserted by the Secondary Legislation Act 2021) are repealed.

52Interpretation in this Part

1. In this Part, unless the context otherwise requires,—

   commencement means the day after the date on which the Overseas Investment (Forestry) Amendment Act 2022 receives the Royal assent

   new Act means this Act as it reads immediately after commencement

   old Act means this Act as it read immediately before commencement.

2. Part 1 of this schedule applies when determining whether a transaction is entered into before commencement or on or after commencement (see clause 1(4) and (5)).

53Existing transactions and applications, etc

1. This clause applies for the purposes of applying a provision of this Act that relates to—

2. determining when consent is required and the criteria for consent under subpart 1 of Part 2 of this Act; and
3. the making of applications for consent and for granting consent under subpart 2 of Part 2 of this Act.

4. Except as provided in this Part, the old Act continues to apply to—

5. any application for consent (including for standing consent) received by the regulator before commencement (regardless of when the transaction is or was entered into or whether it has been given effect to); and
6. any transaction entered into before commencement; and
7. any other matter that relates to events or circumstances before commencement.

8. In other cases, the new Act applies.

9. Subclause (2)(b) does not apply to a transaction that is given effect to before commencement without consent in breach of this Act.

54Standing consents granted in respect of forestry activities

1. This clause applies to a standing consent—

2. that is granted before commencement under clause 3 of Schedule 4; or
3. that is granted after commencement pursuant to an application described in clause 53(2)(a).

4. The standing consent and the old Act continue to apply in respect of any overseas investments in sensitive land that are given effect to in reliance on the standing consent.

55Interpretation

1. In this Part, unless the context otherwise requires,—

   2022 Act means sections 32 to 36 of the Security Information in Proceedings (Repeals and Amendments) Act 2022

   commencement date means the date on which the 2022 Act comes into force.

56Proceedings involving classified security information

1. The amendments made to this Act by the 2022 Act (except for this clause) apply to proceedings to which subpart 3 of Part 3 of this Act applies that are commenced on or after the commencement date.

2. To avoid doubt, subclause (1) applies to proceedings to which subpart 3 of Part 3 of this Act applies that commence on or after the commencement date, but that relate to a decision that occurred before, on, or after that date.

3. Proceedings to which subpart 3 of Part 3 of this Act applies that are commenced before the commencement date, and not finally determined before the commencement date (including any rehearing, retrial, or appeal), continue as if the amendments made to this Act by the 2022 Act had not been enacted.