New Zealand’s Active Investor Plus (AIP) programme is attracting significant international capital. Approximately $5 billion has been committed over the past 12 months, with projections suggesting this could double in the year ahead.

For fund managers, private equity firms, venture capital, and direct investment vehicles, this presents a substantial opportunity. However, accessing this capital requires investment structures that meet Invest New Zealand approval requirements from the outset.

While much of the public discussion focuses on investors entering New Zealand, less attention is given to the practical challenge of deploying that capital into approved investment channels. This is often where opportunities are missed — and where early, informed legal input becomes critical.

The Opportunity for Fund Managers

AIP investors are actively seeking compliant investment opportunities that enable them to meet both immigration and investment obligations. These include managed funds, private equity and venture capital structures, and direct investments.

However, not all investment vehicles will qualify. Approval requires careful alignment between:

• Fund structure
• Investment strategy
• Liquidity profile
• Risk settings
• AIP investor requirements

Queen City Law advises both fund managers and investment vehicles seeking to attract AIP capital, as well as migrant investors navigating the regime. This provides a practical understanding of how AIP operates in practice and where transactions commonly encounter friction.

Getting the Structure Right from the Outset

AIP is not simply about raising capital — it is about structuring investment vehicles appropriately from day one.

We regularly advise on:

• Structuring funds to meet Growth or Balanced category requirements
• Designing investment mandates that align with AIP settings while remaining commercially viable
• Navigating regulatory differences between managed funds, PE/VC structures, and direct investments

Choosing the wrong structure can result in delays, additional cost, or rejection. Early alignment significantly improves the likelihood of a smooth approval process.

Managing Liquidity Constraints Under AIP

Liquidity is one of the most common pressure points.

Many international investors are familiar with flexible global investment products. AIP, however, imposes mandatory holding periods and specific risk parameters that must be reflected in fund terms. For many investors, the first meaningful liquidity events are expected from 2028 onward.

We work with fund managers to develop terms that:

• Comply with AIP and Invest New Zealand requirements
• Align with the underlying investment strategy
• Remain commercially attractive to sophisticated global investors
• Anticipate Immigration New Zealand audit expectations
• Accommodate blended investment approaches (including multiple funds and direct investments)

Achieving this balance is critical to both approval and successful capital raising.

Navigating the Dual Diligence Process

AIP involves two overlapping layers of scrutiny:

• Invest New Zealand — assessment of the investment vehicle, structure, and compliance
• Immigration New Zealand — assessment of the investor, including source of funds and eligibility

In practice, even “light-touch” processes involve detailed review. We have advised on complex direct investments across sectors including space technology and hospitality, and understand where delays typically arise.

We support fund managers by:

• Ensuring documentation is consistent and investment-ready from the outset
• Identifying potential issues early
• Positioning applications for efficient and credible review
• Engaging with Invest New Zealand where appropriate

Why Fund Managers Work with Queen City Law

We advise across the AIP ecosystem, including:

• Migrant investors applying under AIP
• Fund managers and investment vehicles seeking approval
• New Zealand businesses seeking to attract AIP capital
  

This breadth of experience provides insight into investor expectations, regulatory requirements, and the practical challenges that arise in bringing transactions together.

We regularly publish commentary on these issues in our online library and News & Views.

Where we act across different participants in the AIP framework, we do so in accordance with our professional obligations, including careful management of conflicts of interest and client confidentiality.

Our focus is on helping ensure that investment structures meet regulatory requirements while supporting the commercial objectives of both investors and fund managers.

Conclusion

Significant capital is already committed to the AIP programme. For fund managers, the opportunity is clear — but so is the risk of delay or misalignment.

Early, informed structuring is critical to securing approval and successfully attracting capital.

Queen City Law is well positioned to support fund managers and investors at each stage of structuring and approval under the AIP regime.

Bradley So – 021 135 3364 – bradley@queencitylaw.co.nz
Luke Beveridge – 021 585 308 – luke@queencitylaw.co.nz

Disclaimer:

This article is general information only and does not constitute legal advice.