Capital Markets Reforms

About the reforms package

In December 2024, the Minister of Commerce and Consumer Affairs announced plans to consider reforms to specific aspects of New Zealand’s Capital Markets.

These reforms aim to address New Zealand’s long-term productivity challenge and enhance economic growth by strengthening our capital markets. Efficient capital markets provide capital for New Zealand businesses to invest and grow and improve outcomes for investors. The reforms will also support the Government’s priority of cutting red tape and improving regulation.

The reforms will progress in stages. Phase 1 is occurring now, and Phase 2 will follow.

Phase 1 

On 9 December 2024, Cabinet agreed to progress work on the capital markets reform package. This included agreement to:

• amendments to the requirements for companies raising equity capital through initial public offerings (IPO) to make the provision of prospective financial information (PFI) voluntary;
• Public consultation on:
  • potential adjustments to the climate-related disclosures regime
  • proposed changes to enable KiwiSaver providers to increase investment in private assets.

Public submissions closed on 14 February 2025.

Making prospective financial information disclosures for initial public offerings voluntary

Effective from 12 June 2025, the Financial Markets Conduct Amendment Regulations 2025 came into force, making the provision of prospective financial information (PFI) voluntary in the product disclosure statement for IPOs.

This change is part of the Government’s broader work to improve the competitiveness and efficiency of New Zealand’s capital markets. It responds to feedback from market participants that mandatory PFI requirements added significant cost and complexity to IPOs, without necessarily improving outcomes for retail investors.

Financial Markets Conduct Amendment Regulations 2025(external link) — New Zealand Legislation

In October 2025, Cabinet agreed to further Phase 1 reforms.

Changes to asset disclosure categories

Cabinet has agreed to make changes to regulatory asset disclosure categories to provide better information for investors on investment opportunities in private (unlisted) assets through their KiwiSaver or other managed fund providers.

The Financial Markets Conduct Regulations 2014 will be amended to require managed funds to use new categories in quarterly reporting and in the list of full portfolio holdings on the Disclose Register, updated every 6 months.

Climate-related disclosures

Cabinet has agreed to make 3 key changes to the regime. These are to:

• remove managed investment scheme managers from the regime so that they are no longer required to report;
• raise the listed issuer reporting threshold, in relation to both market capitalisation (equity issuers) and face value of debt (debt issuers) from $60 million to $1 billion;
• adjust the liability settings so that directors do not have deemed liability for entity breaches and climate reporting entities and their directors are not liable for unsubstantiated representations in their climate statements -– if they comply with the climate standards.

The intent of the changes is to ensure that the regime is proportionate, fit for purpose and does not unduly burden New Zealand businesses. Raising the listed issuer threshold is also intended to support New Zealand capital markets by removing a barrier to listing.

These changes will need to be implemented by legislation. In the meantime, entities that need to report should refer to the FMA for guidance.

Previous consultation

Consultation closed – Capital Markets Reforms

MBIE publicly consulted on ways to create efficient capital markets to provide capital for New Zealand businesses to invest and grow. This included exploring changes to the climate-related disclosures regime and settings to enable KiwiSaver providers to increase investment in private assets. Submissions received informed advice to the Minister of Commerce and Consumer Affairs on Phase 1 of the reforms.

Public submissions closed on 14 February 2025.

Read the submissions:

Climate-related disclosures submissions

Enabling KiwiSaver investment in private assets submissions

Phase 2

Phase 2 will include work to consider the following aspects of the capital markets regulatory system:

• product disclosure requirements related to equity and debt offers
• defined changes to smaller (non-NZX) markets
• auditor liability settings.

Relevant links

Mandatory climate-related disclosures 

KiwiSaver