New Zealand: Investor Types and criteria

Retail Investor

A Retail Investor is any investor that does not meet the criteria of a Wholesale Investor.


Wholesale Investor

A Wholesale Investor (a person or an entity) is defined in the Financial Markets Conduct Act 2013. Please refer to clauses 3(2) and 3(3), 37, 38, 39 and 41 of schedule 1 of the Act for more detail. You qualify to be a Wholesale Investor if you meet any of the following criteria;


a) You are an investment business, including
  • Your principle business consists of;
    • i. Investing in financial products
    • ii. Providing financial adviser services (as defined in section 9 of the Financial Advisers Act 2008) in relation to financial products
    • iii. Providing a broking service (as defined in section 77B of the Financial Advisers Act 2008) in relation to financial products
    • iv. Trading in financial products on behalf of other persons
  • You are a manager of a registered scheme, or a discretionary investment management service that holds a market services licence
  • You are a derivatives issuer that holds a market service licence
  • You are a Qualifying Financial Entity (QFE) or an authorized financial adviser


b) You meet the investment activity criteria where at least one of the following applies;
  • You or an entity controlled by you owns, or has owned at any time in the previous 2 years, a portfolio of specified financial products of a value of at least $1 million
  • You or an entity controlled by you has, during the previous 2 years, carried out 1 or more transactions to acquire specified financial products where the amount payable in aggregate is at least $1 million
  • You have, within the previous 10 years, been employed or engaged in an investment business and that for at least 2 of those 10 years you have participated to a material extent in investment decisions made by the investment business


c) You are large;
  • As at the last day of each of the 2 most recent financial years you, or entities controlled by you, had net assets exceeding $5 million
  • In each of the 2 most recent financial years the total consolidated turnover of you, or entities controlled by you, exceeded $5 million


d) In relation to this offer you are paying at least $750,000 for the financial products or the amount you are paying under this offer together with any amounts previously paid by you for financial products of the issuer of the same class as this offer add up to at least $750,000


If you meet any of the criteria in a, b, c or d above you can self-certify here.


e) You are an ‘eligible investor’, where you certify in writing, that in relation to the offer of financial products, you have previous experience in acquiring or disposing of financial products that allows you to assess


  • The merits of the offer including assessing the value and risks of the financial products being offered
  • Your own information needs in relation to the offer
  • The adequacy of the information provided to you by any person involved in the offer


To qualify as an Eligible Investor you need to download this certificate and have it confirmed by an authorised financial adviser, statutory qualified accountant or Lawyer. Once completed you must upload the certificate to the Crowd88 website.


A member of Crowd88 will then check the certificate and change your investor status to Wholesale Investor. Once changed you will be advised by email that you are now a Wholesale Investor.


As a wholesale investor you are agreeing that you may not receive the information normally provided to investors designed to enable them to make informed decisions and that you will have fewer legal protections relating to investment in the offer of financial products.