How to raise a VC fund in New Zealand
Short answer
What does it take to raise a first VC fund in New Zealand?
Raising a venture fund in New Zealand normally means forming a limited partnership under the Limited Partnerships Act 2008 and offering interests to wholesale investors under the Schedule 1 exclusions in the Financial Markets Conduct Act 2013. The FMA is the regulator, and limited partnerships are recorded on a public register.
New Zealand's venture market is small, concentrated and unusually collegial. The structural route is well worn: a limited partnership registered under the Limited Partnerships Act 2008, offered to wholesale investors using the Schedule 1 exclusions in the Financial Markets Conduct Act 2013. Understanding those exclusions properly is the single highest value hour a first time New Zealand manager can spend.
The series for New Zealand
Part 1. Getting money in the door
13 minA first New Zealand venture fund is normally a limited partnership under the Limited Partnerships Act 2008, offered to wholesale investors using the Schedule 1 exclusions in the Financial Markets Conduct Act 2013. The LP base combines growth capital institutions, angel networks, family capital and Australian investors.
Part 2. Diligence and deal flow
11 minA first-time New Zealand manager wins on process, not headcount. Publish a written thesis, triage every inbound against it within a fixed window, source deliberately through operator networks, and record the evidence behind each investment committee decision so the reasoning survives the fund's ten year life.
Part 3. Running the fund post-close
12 minAfter final close the job changes from raising to operating. A New Zealand manager runs capital calls and distributions in NZD, applies a written valuation policy consistently, reports to LPs on a fixed cadence, answers due diligence questionnaires, and meets audit and the FMA obligations without a large back office.
The full New Zealand checklist
Every step from all three parts on one printable page.
The vehicles available in New Zealand
New Zealand Limited Partnership
The standard New Zealand private fund wrapper. Limited partnerships are registered and publicly searchable on the Companies Office limited partnerships register.
Limited Partnerships Act 2008Managed Investment Scheme
Used where interests are offered to retail investors, which brings licensing, supervision and disclosure obligations that most first venture funds deliberately avoid.
Financial Markets Conduct Act 2013Wholesale offer using the Schedule 1 exclusions
Schedule 1 sets out the exclusions from the disclosure regime, including wholesale investor categories. Most New Zealand venture funds are offered on this basis.
Financial Markets Conduct Act 2013, Schedule 1Which vehicle fits
Will you offer interests to retail investors?
Indicative only. Vehicle selection in New Zealand is a legal question for the fund's counsel. Reuben AI does not provide legal or tax advice.
Read every branch as text
Will you offer interests to retail investors?
- No, wholesale investors only
- Yes, retail investors included
Is the fund domiciled in New Zealand?
- Yes, New Zealand domiciled
- No, offshore with NZ investors
New Zealand Limited Partnership, offered under the Schedule 1 exclusions
The standard route. The partnership is registered under the Limited Partnerships Act 2008 and appears on the public limited partnerships register. The offer relies on the wholesale investor exclusions in Schedule 1 of the Financial Markets Conduct Act 2013.
Managed Investment Scheme under the Financial Markets Conduct Act 2013
Offering to retail investors engages the MIS regime, with licensing, supervision and disclosure obligations. Very few first venture funds take this route, and none should take it without specialist advice.
Offshore fund offered to New Zealand wholesale investors
Where the fund is domiciled offshore, the New Zealand question is whether the offer to New Zealand investors falls within a Schedule 1 exclusion. Confirm with New Zealand counsel before approaching investors.
When managing a fund triggers a licence
Offering fund interests to retail investors in New Zealand engages the Managed Investment Scheme regime under the Financial Markets Conduct Act 2013, with licensing and supervision obligations. Most venture funds instead offer only to wholesale investors under the Schedule 1 exclusions. Financial service providers are also subject to registration on the Financial Service Providers Register.
Who the limited partners are
- Government growth capital investor
- NZ Growth Capital Partners invests into the New Zealand early stage ecosystem and is a recognised participant in the local funding landscape. NZ Growth Capital Partners
- Crown financial institutions
- The New Zealand Superannuation Fund and ACC are large domestic institutional investors. Their private markets programmes are sizeable relative to the market, and correspondingly selective. NZ Super Fund
- Angel networks
- The Angel Association New Zealand connects the angel groups that fund much of the country's earliest stage activity and that often become first fund LPs. Angel Association New Zealand
- Family offices and successful founders
- New Zealand family capital and exited founders are a core source of first fund commitments, usually accessed through the angel and operator networks rather than intermediaries.
- Iwi investment entities
- Iwi commercial entities are significant long-horizon New Zealand investors with their own governance processes and mandates.
- Australian LPs
- Proximity, shared language and familiar structures make Australian investors a realistic extension of a New Zealand fund's LP base.
Segments are unweighted. No official register in this jurisdiction publishes a breakdown of limited partner capital by segment, so we do not imply proportions.
Foreign investors
Australian and other offshore LPs invest into New Zealand limited partnerships regularly. The New Zealand side of the analysis is whether the offer falls within a Schedule 1 exclusion. The investor side depends on the LP's own home jurisdiction rules, which are outside the scope of this guide.
Incentives and support programmes
New Zealand fund and investor taxation depends on the structure and the investor. We do not publish rates or elections here because they cannot be stated accurately without knowing your facts. Confirm the position with New Zealand tax counsel before making any statement to LPs.
The sequence from thesis to final close
- 1.Thesis and track record. Written thesis, evidenced track record and a credible New Zealand angle.
- 2.Offer route decision. Wholesale offer under Schedule 1, or the retail MIS regime, decided with counsel.
- 3.Limited partnership formation. LP formed and registered under the Limited Partnerships Act 2008.
- 4.Service provider selection. Administrator and auditor appointed.
- 5.Fund documentation. Limited partnership agreement and offer materials drafted with New Zealand counsel.
- 6.Anchor commitment. Cornerstone conversation with an institutional or angel-network anchor progressed.
- 7.First close. Commitments documented, capital call mechanics agreed.
- 8.Deployment and reporting. LP reporting cadence and register obligations begin.
Sequence only. We do not publish indicative durations because the regulators covered in this series do not publish fixed timeframes for these steps.
Who regulates this in New Zealand
Primary sources. Always confirm against the regulator's current text before you rely on it.
Primary regulator
FMA (Financial Markets Authority)Supervises fund managers and collective investment vehicles in New Zealand.
Instruments referenced
Questions managers ask about New Zealand
- What structure do New Zealand venture funds use?
- Most New Zealand venture funds are limited partnerships formed under the Limited Partnerships Act 2008. Registered limited partnerships appear on the public limited partnerships register maintained by the Companies Office.
- Do I need an FMA licence to raise a venture fund in New Zealand?
- Offering to retail investors engages the Managed Investment Scheme regime under the Financial Markets Conduct Act 2013, with licensing and supervision obligations. Most venture funds instead offer only to wholesale investors using the Schedule 1 exclusions. Confirm your position with New Zealand counsel.
- What are the wholesale investor exclusions in New Zealand?
- Schedule 1 of the Financial Markets Conduct Act 2013 sets out exclusions from the disclosure regime, including wholesale investor categories. Most New Zealand venture funds are offered on this basis rather than as retail offers.
- Who are the typical LPs for a first New Zealand venture fund?
- NZ Growth Capital Partners, Crown financial institutions such as the New Zealand Superannuation Fund and ACC, angel networks connected through the Angel Association New Zealand, family offices, exited founders, iwi investment entities and Australian LPs.
- Can Australian investors commit to a New Zealand fund?
- Australian and other offshore LPs invest into New Zealand limited partnerships regularly. The New Zealand analysis is whether the offer falls within a Schedule 1 exclusion. The investor side depends on their own home jurisdiction rules.
Revision history
- 2026-07-28First publication. Statutes, registers and regulator verified against legislation.govt.nz and the Companies Office.
General information for fund managers, not legal, tax or financial advice. Fund structuring, licensing and marketing rules turn on your specific facts. Confirm the current position with FMA (Financial Markets Authority) and take advice from counsel qualified in New Zealand.
Cite this guide
Free to quote and link. Please cite the permalink and the review date.
Katriona Lee. "How to raise a VC fund in New Zealand." Reuben AI, 2026. Last reviewed 2026-07-28. https://www.goreuben.com/guides/raise-a-vc-fund/new-zealand
- Publisher
- Reuben AI
- Author
- Katriona Lee
- Last reviewed
- 2026-07-28