How to get an eligible investor certificate in New Zealand

In NZ, an eligible investor certificate is your written statement that your experience acquiring or disposing of financial products lets you assess an offer. It must state your grounds and be confirmed in writing by a financial adviser, qualified statutory accountant or lawyer. An offeror can rely on it for two years, and you can revoke it at any time.

HomeSec Business Finance, a private business lender lending since 2004, with its New Zealand office in Auckland, invites wholesale investors to co-fund some of its short term secured loans. Most of those investors qualify through this certificate, so we have set out how it works and how to make getting one straightforward.

What is an eligible investor certificate?

It is the paperwork behind one of the wholesale investor categories in Schedule 1 of the Financial Markets Conduct Act 2013 (clauses 41 to 43). Offers made only to wholesale investors can be made without a product disclosure statement. The certificate is how an investor who qualifies on experience, rather than on wealth or turnover, shows that they fit.

It is different from the other categories because it turns on judgement. You are saying that your previous experience with financial products lets you assess three things:

• the merits of the offer, including its value and risks
• your own information needs
• the adequacy of the information you have been given.

The certificate is not an investment approval, and it does not say the investment is suitable for you. For how it sits alongside the other categories, see wholesale vs eligible investor.

What must the certificate contain?

The Act and the Financial Markets Conduct Regulations 2014 set out the essentials. Based on the statutory text quoted in the High Court’s 2025 judgment and DLA Piper’s summary, a valid certificate:

• Is given in writing, before you invest, as a separate document from the offer paperwork.
• Certifies your experience in the terms above, and that you understand the consequences of certifying yourself as an eligible investor.
• States your grounds. This is the heart of it: the reasons your experience lets you make the assessment.
• Names the offer, or class of offers, it covers. A certificate can apply to a single offer or to a class of transactions, so check with the offeror what it needs to name.
• Includes the prescribed warning. In plain terms, it tells you that you may not receive a complete and balanced set of information, that you will have fewer legal protections, and that giving a false certificate is an offence.
• Carries a signed written confirmation from a financial adviser, qualified statutory accountant or lawyer.

Many offerors supply their own template. Your confirmer can work from it, which saves time for everyone.

Who can confirm it?

Three kinds of professional: a financial adviser, a qualified statutory accountant or a lawyer. The Act uses those exact words.

A qualified statutory accountant is an accountant recognised to carry out certain statutory engagements, including confirming eligible investors. According to CA ANZ, New Zealand resident members holding a certificate of public practice automatically qualify. If you are unsure whether your accountant can confirm, ask them directly.

The confirmer can be your own adviser, accountant or lawyer, but does not need to be. What matters is independence from the offeror. An offeror cannot rely on the certificate if it knows, or has reasonable grounds to believe, that the confirmer is an associated person of the offeror, or that a confirming financial adviser or accountant has provided professional services to the offeror in the two years before the investment. In practice, use your own professional, not one connected to HomeSec.

What must the confirmer be satisfied of?

Under clause 43, a confirmer must consider your grounds and must not confirm unless they:

• are satisfied you have been sufficiently advised of the consequences of certifying, and
• have no reason to believe the certification is incorrect, or that further information or investigation is needed to tell whether it is correct.

The High Court described this as a lower threshold than believing on reasonable grounds that the certification is correct, as Russell McVeagh explains. The confirmer does not have to verify your experience independently. But they do have to read your grounds, and they should not sign if something looks wrong. According to Anderson Lloyd, they must also make sure you understand the consequences, including the offence for a false certificate.

What did the 2025 High Court case decide?

The FMA asked the High Court to explain how the eligible investor rules work. In Financial Markets Authority [2025] NZHC 2723, decided by Justice Fitzgerald on 18 September 2025, the Court’s answers come down to four points, summarised in the FMA’s release:

1. Grounds need not be detailed. A certificate does not have to spell out your experience or explain exactly how it lets you assess the offer. But its grounds must not be, on their face, incapable of supporting the certification.
2. Offerors must check validity. An offeror has to confirm that a certificate meets the requirements and that its grounds are not obviously deficient.
3. Offerors need not test your ability. There is no duty to assess independently whether you really have the experience you describe. An offeror still cannot rely on a certificate if it knows you do not.
4. No valid certificate means retail rules. If a certificate cannot be relied on and you have no other wholesale status, full retail disclosure is required.

The Court also said that any rebalancing of the regime is a matter for Parliament, not the courts.

Which grounds has the FMA rejected?

Vague or irrelevant ones. In October 2022 the FMA formally warned seven wholesale property investment firms, including Du Val entities, about eligible investor certificates that were not properly confirmed or had no valid grounds. Grounds it said were insufficient included:

DLA Piper’s summary of the 2025 judgment gives similar examples of inadequate grounds, such as “previously owned a rental property” or “we have other investments and one fell due”.

Stronger grounds describe real, relevant experience: the kinds of financial products you have bought and sold, over what period, and how you assessed them. The Du Val collapse is a reminder of why this matters; our summary of what happened at Du Val sets out the lessons.

How long does a certificate last, and can it be revoked?

An offeror cannot rely on a certificate given more than two years before the investment. After that, you need a new one, confirmed again, even if nothing has changed.

You can revoke a certificate at any time by giving written notice. Once you do, it cannot be relied on for any later offer. And honesty matters: giving a certificate you know is false or misleading in a material particular is an offence, with a fine of up to $50,000.

If you plan to co-fund regularly, diary the two-year date and start the renewal a month or two early, so you are not waiting on paperwork when a loan you like arrives.

How do you get an eligible investor certificate?

The steps are straightforward.

1. Gather your experience. List the financial products you have acquired or disposed of, such as listed shares, bonds, managed funds or earlier wholesale offers, the period, and how you assessed them.
2. Get the template. Ask the offeror for its form. Our Funding Manager can tell you what a certificate for co-funding needs to cover.
3. Write your grounds. Be specific and truthful. Describe your experience in your own words, and name the offer or class of offers it covers.
4. Choose your confirmer. A financial adviser, qualified statutory accountant or lawyer who is not connected to the offeror.
5. Meet your confirmer. They will consider your grounds and make sure you understand the consequences before signing the written confirmation.
6. Send a copy to the offeror, and keep one yourself with the two-year date noted.

If you invest through a company or family trust, the entity can give its own certificate; the Act speaks of an investor certifying “himself, herself, or itself”. Our guide for family trusts and companies covers investing in an entity’s name, and New Zealanders abroad can read our guide for overseas investors.

What if you don’t have the experience?

Then do not certify, and your confirmer should not sign. The certificate is a professional statement that offerors rely on. There are other routes into wholesale status, including the investment activity test, such as a portfolio of specified financial products worth $1 million or more in the last two years, and the large test of more than $5 million in net assets or turnover in each of the last two financial years.

There is also the $750,000 minimum-investment exclusion. 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.

How does this work with HomeSec?

To co-fund a loan with HomeSec, you need to be a wholesale investor, and most co-funders qualify with an eligible investor certificate. Once you qualify, you receive due diligence packs on loans as they become available and decide which, if any, to fund and how much to put into each. Our page for wholesale investors explains the process.

If you’d like to talk through the paperwork, register your interest and our Funding Manager will be in touch.