Wholesale investment opportunities in NZ: who qualifies under the FMC Act

Wholesale investment opportunities in NZ are offers that can be made without a product disclosure statement, because every investor taking part fits a category in Schedule 1 of the Financial Markets Conduct Act 2013. For most private investors that means becoming an eligible investor: certifying your experience, confirmed in writing by a financial adviser, qualified statutory accountant or lawyer.

HomeSec Business Finance, a private business lender lending since 2004, with its New Zealand office in Auckland, lends mainly from its own balance sheet and brings wholesale investors into selected loans, always with its own money in the same loan. Below we cover who takes part, what each legal category means in everyday terms, and the paperwork, which is lighter than most people expect.

Who is co-funding with HomeSec designed for?

The typical co-funder has capital sitting in the bank, where the big banks were paying about 4% for 12 months in September 2026, and wants more from it without giving up security. That includes people who have sold a business, retirees and those close to retirement, trustees of family trusts, companies holding surplus cash, family offices, and New Zealanders living overseas who want income from home.

Each loan is offered on its own. You receive its due diligence pack, decide whether it suits you, and if it does, you are named on the mortgage registered on the title for the amount you put in. Principal and interest go to your own bank account. Returns are 12% to 18% p.a. on the loans you choose, set loan by loan and shown in the pack; our returns guide explains what drives those rates.

Contributions start at NZ$100,000 per loan, on New Zealand loans of up to NZ$1 million. The full sequence, from first pack to final repayment, is laid out in how co-funding works.

What are the wholesale investor categories in New Zealand?

Schedule 1 of the FMC Act lists them. Fitting any one is enough.

Three points worth knowing, drawn from Heartland Investments’ summary of the Act and the FMA’s offer FAQs:

• Not every holding counts towards the $1 million portfolio. “Specified financial products” leaves out interests in retirement schemes such as KiwiSaver, some basic bank products, and products issued by your own associated entities.
• The large test looks through to entities you control. The net assets or turnover of the person and the entities they control are added together.
• A safe harbour certificate is its own document, in which you state which category applies to you. For the large test, the FMA says an offeror can take other reasonable steps to check net assets or turnover instead.

That $750,000 figure is a legal eligibility test, not the amount you put into each loan; co-funders choose how much to contribute to each loan, from NZ$100,000. Most co-funders qualify as eligible investors or under the investment activity or large tests.

What is an eligible investor?

An eligible investor is someone who certifies in writing that their previous experience acquiring or disposing of financial products lets them judge three things: the merits of the offer, including its value and risks; their own information needs; and whether the information they have been given is adequate.

The certificate must give the grounds for that view and name the offer, or class of offers, it covers. You also confirm that you understand what certifying means for you. A financial adviser, qualified statutory accountant or lawyer then signs a written confirmation. Private investors lean on this route because it turns on experience, not on crossing a wealth threshold.

The experience has to be genuine. In October 2022 the FMA formally warned seven wholesale property investment firms, including Du Val entities, about eligible investor certificates that lacked valid grounds or proper confirmation. Owning KiwiSaver, holding term deposits, having a rental property portfolio and making profits from selling houses were all rejected as grounds. A proper process protects investors as much as it protects the firm making the offer.

How do you become an eligible investor?

If your experience is real, the process is short and routine.

1. Write down your experience. List the financial products you have bought and sold, such as NZX-listed shares, bonds, managed funds or earlier wholesale offers, over what period, and how you assessed them before investing.
2. Complete the certificate. State your grounds in your own words and name the offer or class of offers it covers. Our Funding Manager can tell you what it needs to cover for co-funding.
3. Have it confirmed. A financial adviser, qualified statutory accountant or lawyer considers your grounds and signs a written confirmation. It can be your own adviser, but not someone connected to HomeSec.
4. Pass a copy to us. Our Funding Manager keeps it on your investor file.
5. Note the expiry. An offeror cannot rely on a certificate given more than two years earlier, so you will need a fresh one after that. You can also revoke a certificate in writing at any time.

What the certificate must say, and what the confirmer must be satisfied of, are set out in our guide to the eligible investor certificate.

What did the 2025 High Court ruling change?

It clarified the rules rather than tightening them. The FMA asked the High Court how the eligible investor regime should work, and in its September 2025 decision, Financial Markets Authority [2025] NZHC 2723, the Court held that:

• a certificate does not need to spell out the investor’s experience in detail, but its grounds must not be, on their face, incapable of supporting the certification
• an offeror must check that a certificate is valid, but need not independently assess the investor’s actual ability
• if a certificate cannot be relied on and the investor has no other wholesale status, retail disclosure is required.

The FMA’s own summary sets out the decision. For investors the practical message is simple: state real grounds, and use a confirmer who actually reads them. Our explainer on wholesale vs eligible investors compares every category side by side.

Can a company or family trust be a wholesale investor?

Yes. The loan is written in the name of whoever is investing, whether that is you, your company or your trustees, and the same name goes on the registered mortgage.

The Act speaks of an investor certifying “himself, herself, or itself”, so an entity can give its own certificate. Plenty of families use two names at once, perhaps co-funding some loans personally and others through the family trust. Tax is often part of that choice: undistributed trust income is taxed at 39% from 1 April 2024, unless the trust’s net income is $10,000 or less, so which name to use is a question for your accountant. Our guide for family trusts and companies covers trust deeds, the Trusts Act 2019 and tax.

What happens after you qualify?

Qualifying commits you to nothing. It simply means you can be offered loans.

Our Funding Manager will first ask what you are looking for: shorter or longer terms, particular regions, first mortgages only or seconds as well. From then on, whenever a loan clears HomeSec’s 50-point due diligence checklist and fits your brief, you get an SMS and the pack lands in your inbox.

Read it, put your questions to us, then decide. A yes sets things in motion: the loan agreement is drawn up in your name, the borrower signs through their own lawyer, the mortgage is registered with LINZ, and on settlement day you pay in your share from your own account. A no costs nothing. You are never obliged to take a loan, and passing on one has no bearing on the next.

Why is co-funding only offered to wholesale investors?

Because each investor is the decision-maker. Nobody picks loans on your behalf: you look at the security, the LVR, who is borrowing and how they plan to repay, and make the call yourself. That suits people with the experience to judge a loan and enough capital to build a spread of loans over time.

It also means you deal with people, not a portal. Our Funding Manager is available seven days a week on 09 888 6550.

How do you get started?

If you think you fit a category, or are not sure, start with a conversation. Register your interest and we will arrange a call with our Funding Manager to work out which route suits you and show you what a real loan pack contains.