New Zealand Compliance Programmes

New Zealand Financial Services Provider FSP Registration

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 O.E.C.D. as a harmful tax jurisdiction, and has no connotations as a tax haven.
• It is a member of the O.E.C.D. 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).
• It is a signatory to the 1922 Hague Convention and can provide Apostilled documentation as well as Notarized documentation.
• In today’s troubled and unstable times New Zealand is considered a safe location and offers long term security. It has a Westminster style Government and together with its administration, is stable and competent.
• New Zealand has a well-developed infrastructure, including a progressive and robust economy, efficient telephone and internet services, competitive and frequent air travel, experienced reliable professionals serving global clients with trust and company requirements which include legal opinions on tax, trust and company matters, and has reliable internet global banking services.
• New Zealand repealed its entire Banking Act in 1995 and thereby facilitated free entry into the business of financial services.
• If financial services are not offered to the public in New Zealand, the requirements of prospectus, supervisory trustee and investment statements as set out in Part II of Securities Act 1978 do not apply.

New Zealand Financial Services Provider Registration

The requirements to obtain and maintaina 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.

We have directly accompanied all such changes, staying on its top, to grant your FSP entity is properly setup from the very beginning.

Our New Zealand FSP package provides full compliance with the rules of the Companies Office and allows for a straightforward process in obtaining your New Zealand FSP Registration while providing your company with a real local operational presence in New Zealand.Our services ensure successful registration and a continued compliance with all regulators on an ongoing basis.

Our experts are well versed in the requirements of the Companies Office, FSPR and the FMA at the same time they will guide you through the process of obtaining your licensing and/or registration as a Financial Services Provider.

New Zealand is an excellent choice for regulation and offers many advantages over other jurisdictions, which will provide you low overheads and confidence to your clients at the same time.

Financial Services Provider FSP Registration

Authorized Financial Activities

A FSP can legally engage in activities and offer services such as, amongst others:

• Deposit Taking
• Keeping, investing and managing money, securities and investment portfolios on behalf of third parties
• Providing credit under a credit contract
• Operating a money or value transfer service
• Issuing and managing means of payment
• Giving financial guarantees
• Changing foreign currency

Entering into or trading on an exchange, in an over-the-counter market or otherwise, the following on behalf of another person:

• money market instruments (including cheques, bills, certificates of deposits);
• foreign exchange (including forward foreign exchange contracts);
• derivative products including, but not limited to, futures and options;
• exchange rate and interest rate instruments, including products such as swaps and forward rule agreements;

Some Relevant Requirements To Take Into Consideration

The Financial Markets Authority and the Registrar require the company to have a physical presence at an address in New Zealand from which the financial services are provided.

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.

For the purposes of enforcement of the registration requirements under the FSP Act, FSPR considers it relevant to consider where a company’s business is being transacted from and by whom in this country. FSPR does not consider that mere incorporation in New Zealand, or the existence of a registered office address here (under the Companies Act 1993), is in itself evidence that a company has a place of business in New Zealand.

Last June 2014, Companies and Limited Partnerships Amendment Bill now creates the Companies Amendment Act (No 4) 2014 and the Limited Partnerships Amendment Act (No 2) 2014 which are about coming into force. Existing companies need now to comply with the requirement to have at least one director (or partner in the case of an LP) who is resident in New Zealand.

Other main changes to the Acts include (a) Directors’ personal information: directors and partners of limited partnerships will need to register the details of their date and place of birth with the Registrar; and (b) Ultimate holding company information: every company will need to disclose details of its ultimate holding company (if the company has one).

In order to obtain a FSP registration and offer financial services in New Zealand and/or internationally Client needs:

To register a New Zealand legal entity;

To have your own place of business and management in New Zealand, where your company will be offering its financial services from;

To apply for membership with a government approved Dispute Resolution Scheme;

To register with FSPR for those financial activities/services you wish to carry out;

To maintain appropriate financial and corporate records in New Zealand, and complying with bookkeeping, accounting, audit and any other legal local requirements;

To have a local resident Company’s Office Manager physically available for any Regulator’s inspection;

To file an annual Anti-Money Laundering and Countering Financing of Terrorism Act 2009 Report (AML/CFT), and to have a risk assessment and AML program in place, from the date of registration on the FSPR; and, as per newer legislation

To have at least a local resident New Zealand Company Director;

All service fees are provided to meet the requirements of the Tax Authority, New Zealand Inland Revenue as well as the FSP Regulator, The Registrar (Companies Office) and The Financial Markets Authority.

New Zealand Financial Service Provider Our Services Inclusions

• Finance Corporation Formation in New Zealand
• Registration as a New Zealand Financial Services Provider
• New Zealand Dispute Resolution Service Membership
• Establishment of a Physical Office in New Zealand with all Regulator’s required services, provided on a monthly basis, inclusive available for company’s meetings with clients
• Appointment of Company’s Office Manager in New Zealand to direct and personally take care of all diligence and compliant matters with Regulators
• Assisting opening a Corporate Bank Account
• Appointment of local resident NZ Director, if required by Client
• Ongoing registration and licensing obligations
• Accountancy and audit services

Ongoing Registration Or Licensing Obligations

Besides all services related to the start-up of the Company, there are ongoing obligations that flow from having a New Zealand license;

Depending on the nature of the financial service, these requirements may include:

• Written client agreements,
• Pre-investment disclosure documents
• Anti-money laundering & know-your-client obligations.
• Local NZ Representation for Clients & Regulator Inquiries
• Local Company’s Office Manager
• Appointment of Compliance Officer to deal with all the AML/CFT and KYC issues
• Assistance for Ongoing Registration or Licensing Obligations, inclusive:

• Undertake AML/CFT Risk Assessments
• Establish AML/CFT Programs
• Review AML/CFT Risk Assessments and Programs
• Independent AML/CFT audits
• Support for AML/CFT issues that may arise (such the outstanding Hedge issues)
• General AML/CFT consulting

All FSP licensed Companies are now required to have a risk assessment and AML program in place from the date of registration on the FSPR;

Preparing and drafting Internal Procedures Manual and Compliance Procedures Manual –

Assistance to set up Risk Assessment and AML Program.

Application Requirements

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;

Indication of the profile and location of the target clients of the company;

Details of the modus operandi of the company (mode of operation);

Confirmation whether the company will have a trading platform and details thereof;

Due diligence documents on directors, shareholders, all officers, beneficial owners, etc. as per below:

Officers’ due diligence, including CV’s stating qualifications, work history, experience/expertise in investment/securities management and present occupation. It should also include details of the source of the funds from the shareholder or beneficial owner only.

Full support will be provided

Content supplied by Kingsley Compliance Solution