1. The history and legal status of New Zealand’s FMA regulatory system
predecessor：new zealand securities commission era
New Zealand’s financial market regulatory system is derived from the experience of developed countries.。Due to insufficient regulatory capabilities and organizational flaws, early securities commissions，It has led to the collapse of a large number of financial companies and the loss of customer funds.，Suffering from market criticism。
2011Year：Financial Markets Act and establishment of FMA
To restore consumer confidence and strengthen supervision，New Zealand government passes new financial markets bill，Officially re-established an independent government agency - the New Zealand Financial Market Authority (FMA)，Give it full authorization、Regulatory and delisting functions。
2013Year：The Financial Market Management Law is fully implemented
based on the act，The FMA acts as an independent agency to monitor the legality and stability of financial markets.。The FMA aims to make financial markets more fair, efficient and transparent，Try our best to prevent investors from being harmed by malicious fraud。
2017Year：Red lines for derivatives supervision have been tightened across the board
FMA Mandatory Requirements，Any company offering short-term derivatives (clearing time within 3 days) to New Zealand residents，Whether from local or overseas，All must be regulated and licensed by the FMA，Completely clearing the blind spots in market supervision。
2. Legal definition：The essential difference between FSP basic registration and FMA license
FSP (Registered financial services company) legal attributes：It’s just a “registered” basic identity license plate。FSP institutions have the authority to exchange currency，But it has absolutely no right to accept customer funds。FSP does not mean it is regulated，It’s just equivalent to an ordinary industrial and commercial registration number。
FMA (Financial Market Supervisory Authority) legal attributes：It is the highest financial regulatory agency for the foreign exchange industry in New Zealand.。The FMA license is the only highest-level license recognized by the New Zealand Ministry of Home Affairs as having "market maker qualifications"。
Mandatory Compliance Red Line for Derivatives：according to 2015 The Financial Market Conduct Act and its subsidiary regulations were revised in 2016，Compliant foreign exchange dealer regulated in New Zealand，All must obtain a "derivatives provider license" authorized by the FMA (Derivatives Issuer)”。If you only hold an FSP registration number but are not authorized by the FMA，Must not engage in relevant regulated business。
3. Applying for New Zealand FMA license 7 Big【Legal mandatory conditions】
1. Strict local management team：The FMA mandates that companies registering a license must set up a local office and establish a management team in New Zealand.。The employees of the team must have professional academic qualifications and work background corresponding to the financial business.。
2. Compliance and Anti-Money Laundering Program：A detailed and reasonable business plan and risk control model must be provided，and must fully comply with stringent statutory requirements for anti-money laundering (AML)。
3. Financial Statement Compliance：Must prepare and submit compliant financial statements audited by a local licensed auditor in Cayman or New Zealand。
4. Huge legal deposit：The minimum threshold for deposit reserves of the applying company needs to be NZ$1 million (New Zealand dollars)。
5. Asset size test benchmark：The company must have tangible assets of NZ$1 million，Or reach a certain ratio of annual turnover (the Supervisory Authority will take the highest of the two as the legal standard)。
6. Proportion of easily realizable assets：Must continue to maintain a sufficient proportion of liquid assets to cope with sudden liquidity risks。
7. Net tangible assets requirement：Must strictly meet the supervisory authority’s ongoing statutory indicator requirements for net tangible assets (NTA)。
4. [List of statutory business scopes authorized by the FMA regulatory agency]
bank、Credit and Deposit Business
deposit taker、Operations of Borrowers and Registered Banks；Shared Home Mortgage Scheme；Providing credit services under credit contracts。
Securities and fund management business
Public Issuers and Publicly Offered Securities；Legal supervisors involved in securities；Distributors and managers of unit trust funds and retirement trust funds。
Forex and Currency Derivatives Trading
money changer；Forex trading (Includes forward exchange contracts)；Derivative financial instruments such as futures contracts and options；Foreign exchange and interest rate instruments such as swaps and forward products。
Asset custody and payment system
Keep for others、Investing and handling cash、Securities and investment portfolios；Cash or Value Transfer Organization；Providing and managing payment media；Provide statutory financial guarantees。
5. [Application process] and fee classification for establishing a New Zealand FMA license
step 1：New Zealand entity corporate registration and infrastructure construction (15-20working days)
Register a company in New Zealand ending with Limited or LTD。Shareholders and directors are required to provide clear copies of their passports and proof of address in English.。Directors must be New Zealand residents，The registered share capital can be as low as 100 new zealand dollar。
step 2：Confirmation of commercial office address and appointment of senior professionals
The New Zealand Registration Office will conduct strict door-to-door visits and spot checks on the applicant company.，Therefore, it is necessary to rent or purchase a commercial office address in New Zealand and maintain a physical office status。At the same time, a professional with the position of "senior manager" must be clearly established within the company.。
step 3：Pay hard fees and DRS plan filing
Pay the hard fees charged directly by the Registrar，include：Administrative processing fee、Background check fee、Follow-up investigation fee、Access authorization fee and annual filing fee。The most important thing is to join and pay the Dispute Resolution Scheme (DRS) fee，This is a prerequisite for registration。
step 4：Formal submission to FMA for review and multiple rounds of inquiries (25-35Basic filing in working days)
Submit business plan、100Proof of funds worth 10,000 New Zealand dollars、Anti-Money Laundering Compliance Program。The FMA attaches great importance to whether companies are truly doing business locally。Application period，Professional team representatives are required to respond to multiple rounds of inquiries raised by regulatory authorities。
step 5：Undertake an in-depth review by the FMA and be issued a license (Total time spent 6-12 months)
The FMA’s final approval is extremely stringent，The substantive examination time is approximately 6 to 12 months。After approval，The FMA will continue to monitor the legality and stability of financial markets，and has the right to delist institutions that violate regulations or fail to act.。
6. Comprehensive tightening of FMA regulatory policies and strict delisting enforcement
Crackdown on unregulated derivatives：The FMA’s supervisory chief made clear，Short-term derivatives (clearance time within 3 days) are extremely risky，Among the complaints received by the FMA 40% Involving unregulated derivatives providers leaving customers unable to get their money back。The FMA has fully brought such derivatives into the scope of mandatory supervision。
Reject offshore shell companies with no real business：FMA stern warning，Some companies ignore the formal application process，There are even some "offshore companies that have not carried out any commercial activities in New Zealand" trying to apply for a license，Such applications will be rejected outright by the FMA。
Large-scale revocation and ban from practice：Since the second half of 2015，Regulation of retail FX and binary options companies continues to tighten。According to the FMA annual report，2016revoked and banned 66 Home FSP Companies；Another law enforcement report shows，total 28 Companies were directly deregistered as financial service providers (FSPR) Qualification。
7. New Zealand FMA Financial Licensing and Derivatives Supervision Core Questions and Answers (FAQ)
FMA was formerly known as the New Zealand Securities Regulatory Commission。A large number of financial companies failed due to insufficient early supervision capabilities.，The New Zealand government re-established the agency through the Financial Markets Act in 2011。Today it serves as an independent government agency，Has the highest level of regulatory scope and authority in New Zealand，Responsible for monitoring the legality and stability of financial markets，Prevent investors from malicious fraud。
FSP is just a registered license，Equivalent to an ordinary industrial and commercial registration number。FSP institutions have the authority to exchange currency，But it has absolutely no right to accept customer funds。The FMA license is the only highest-level license recognized by the New Zealand Ministry of Home Affairs as having "market maker qualifications"，Give enterprises the absolute legal authority to fully carry out regulated financial business。
according to 2015 Subsidiary regulations changed in the year，The FMA explicitly requires any company that provides short-term derivatives (cleared within 3 days) to New Zealand residents to，Whether they are from New Zealand or overseas，All must be regulated by the FMA and obtain a "derivatives provider license" (Derivatives Issuer)”，To completely protect the safety of customer funds。
FMA has set up a very high financial moat system。first，The minimum deposit reserve requirement is NZD 1 million (NZD)。Secondly，The company must have tangible assets of NZ$1 million，Or reach a certain ratio of annual turnover (the Supervisory Authority will take the highest of the two as the statutory review standard)。also，A sufficient proportion of easily realizable assets must also be maintained。
Yes，This is an insurmountable red line。The FMA clearly states，Companies that require a registration license must set up a physical office and establish a management team in New Zealand.，The registration office will visit them and randomly check their business status.。Applications for offshore shell companies that do not actually carry out commercial activities in the country will be directly rejected.。
At the corporate level，Although shareholders can be non-New Zealand residents，Directors must be New Zealand residents。at operational level，FMA calls for tougher management team，The role of senior manager must be clearly established within the company，And the employees of the team must have professional academic qualifications and rich work backgrounds corresponding to the financial business.。
Applicants must provide detailed and reasonable business plans and risk control models，And the operation plan must fully comply with the strict statutory requirements of New Zealand’s Anti-Money Laundering (AML) and Counter-Terrorist Financing Regulations。Detailed compliance regulations and daily operation plans must be written and subject to strict in-depth review by the FMA。
Because FMA’s qualification review is extremely strict，and involves in-depth financial statement review、Anti-money laundering model validation and on-site office visits，The overall official approval time for applying for a New Zealand FMA license is often lengthy 6 to 12 months。
The FMA has full authority over financial firms、Absolute functions such as supervision and delisting。If the organization violates，The FMA can conduct investigations and enforce laws，For financial institutions that provide false information or compromise the security of customer funds，The FMA has the unquestionable power to directly revoke its operating license。
since 2015 From the second half of the year，Regulation of retail FX and binary options companies continues to tighten，It even stopped issuing new licenses for a time。According to the FMA annual report，only 2016 It was forcibly revoked and banned in 2008 66 Operations of FSP Companies；Another law enforcement report that same year indicated，Also 28 Companies have had their financial services provider registration (FSPR) qualifications revoked directly。
According to New Zealand’s Financial Services Business Registration and Dispute Resolution Act 2008，Firms that provide retail financial services to individual investors must also join the Dispute Resolution Scheme (DRS) or the Government Dispute Fund Scheme。When investors have disputes with financial firms，This plan provides an independent way to defend your rights.，Joining the DRS is a legal prerequisite for registration。
The first step in a merger or acquisition must be to conduct extremely rigorous due diligence (DD)。Professional lawyers must be arranged to conduct an in-depth preliminary review of the target company.，Determine the subject company’s anti-money laundering record、Maintain absolute cleanliness regarding potential hidden debts and local regulatory compliance，To prevent subsequent joint and several legal liability。
8. Hong Kong Huitong's one-stop New Zealand FMA license application and merger and acquisition services
Corporate establishment and compliance document writing
Assist in handling directors’ compliance corrections and physical location settlement。Professionally written business plan、Operation plan、Anti-money laundering(AML)and anti-terrorism financing regulations and other compliance operations plans。Fully authorized to answer multiple rounds of in-depth inquiries from the FMA regulatory authorities on your behalf。
Ready-made licenses M&A and due diligence
Utilize the channel resources of Hong Kong Huitong，Accurately search for clean and debt-free target license companies。Assist in connecting resources、Draft MOU，And arrange professional lawyers to conduct DD (due diligence) and in-depth audit accounting。
Comprehensive transfer and approval reporting
Assist clients in preparing final statutory merger and acquisition agreements (SPA)。Complete final approval from FMA licensing regulator、Reporting and subject conversion。Handle taxes simultaneously and seamlessly、Full transfer procedures for bank accounts and registration offices。
