What Is a Wholesale Investor in New Zealand?

Wholesale vs Retail: Why It Matters

In New Zealand, the Financial Markets Conduct Act 2013 (FMC Act) draws a clear line between retail and wholesale investors. Retail investors receive a higher level of regulatory protection — including mandatory product disclosure statements and cooling-off periods.

Wholesale investors, by contrast, are considered experienced or sophisticated enough to assess investment risks without those protections. In exchange, they gain access to investment opportunities not available to the general public — including private credit funds, direct property-secured lending, and structured products.

How Do You Qualify?

Under Schedule 1 of the FMC Act, you may qualify as a wholesale investor through several pathways:

• Investment business: You carry on a business of investing in financial products, or you are an authorised financial adviser
• Large investor: You have net assets of at least $5 million, or had gross revenue of at least $5 million in each of the last two financial years
• Eligible investor certificate: A qualified statutory accountant or lawyer certifies that you have sufficient knowledge and experience to assess the merits and risks of the investment
• Investment activity criteria: You own or have owned a portfolio of financial products with an aggregate value of at least $1 million

The Eligible Investor Certificate

This is the most common pathway for individual investors. A chartered accountant, lawyer, or authorised financial adviser provides a written certificate confirming that, in their professional opinion, you have the experience and knowledge to assess investment opportunities.

The certificate must be current (issued within the last two years) and must specifically relate to the type of investment being considered.

What Wholesale Status Means for You

As a wholesale investor, you’re not covered by the same disclosure requirements that apply to retail offers. This means:

• You’ll receive an Information Memorandum rather than a Product Disclosure Statement
• You’re expected to conduct your own due diligence or engage professional advisers
• Cooling-off periods may not apply
• You take on greater personal responsibility for understanding the risks involved

This isn’t a downside — it’s the trade-off for accessing opportunities that are structured differently from mass-market products.

Wholesale investors only. Past performance is not a reliable indicator of future performance. Returns are not guaranteed and capital is at risk. The information on this page is general in nature and does not constitute financial or legal advice. We recommend seeking independent professional advice.