Financial Markets Authority Act 2011

The Financial Markets Authority Act 2011 establishes the Financial Markets Authority and gives it core supervisory and enforcement powers across New Zealand’s financial markets legislation. In plain terms, this is one of the main Acts that explains how the FMA can act when it monitors conduct, asks for information, investigates possible contraventions and takes enforcement steps.

For most businesses, the key point is that this Act is the regulator’s toolkit. Your main conduct rules may sit in other laws, such as the Financial Markets Conduct Act 2013 or the Credit Contracts and Consumer Finance Act 2003, but this Act helps determine whether the FMA can require records, question staff, share information with other agencies, accept undertakings or seek court orders if something goes wrong.

The Act uses a broad definition of financial markets participant. It covers people who are, or are required to be, registered, licensed, appointed, accredited or authorised under listed financial markets laws. It also includes some people who would have needed that status but for an exemption.

The definition goes further than many business owners expect. It includes issuers and offerors in certain offers of financial products, listed issuers, operators of certain financial market infrastructures, supervisors, managers, custodians, qualified FMC auditors, FMC reporting entities and climate reporting entities. It also includes related bodies corporate, directors and senior managers, and former participants in relation to past actions, events or circumstances.

From 1 July 2026, the definition also includes a range of consumer credit participants, including creditors under consumer credit contracts, creditors’ agents, debt collectors, repossession agents, repossession employees, lessors under consumer leases, transferees under buy-back transactions, buy-back promoters and mobile traders, along with persons treated as such under the Credit Contracts and Consumer Finance Act 2003.

Many businesses will not deal with this Act every day, but certain events can bring it into focus quickly. A common trigger is when the FMA wants information about a disclosure document, offer, governance issue, customer-facing conduct, reporting issue or suspected contravention under financial markets legislation.

Another trigger is a business change that moves you into a regulated category. For example, a company may start raising money from investors, become a listed issuer, take on a licensed market role, or operate in a consumer credit model now captured by the Act. Directors and senior managers should also watch for trigger points where the FMA may look at related entities or individuals, not just the operating company.

Confidential investigations, negotiated undertakings and requests linked to overseas regulators can also arise. That means your business should not wait for formal proceedings before getting its records, response process and internal reporting lines in order.

The Act gives the FMA broad information-gathering powers. By written notice, it may require a person to supply information, produce documents, reproduce stored information in usable form, or appear to give evidence orally or in writing. The notice can specify the time and manner for compliance. If documents are produced, the FMA may inspect them, make records and take copies or extracts.

The FMA may also receive evidence through specified people, including FMA members or employees, and in some cases other suitably qualified or trained people. Evidence can be on oath, not on oath, by written statement, by written statement verified on oath, or by audio-visual communication if both sides agree.

The Act also provides a search power. The FMA may authorise a specified person to enter and search a place, vehicle or other thing where it is satisfied there are reasonable grounds to suspect a contravention or involvement in a contravention and to believe the search will find evidential material. Entry and search require either consent or a warrant issued under the Search and Surveillance Act 2012.

The Act lets the FMA make confidentiality orders prohibiting publication or communication of information, documents or evidence connected with an inquiry, investigation or other proceeding. These orders can be made on the FMA’s own initiative or on application by a person, and can apply for the whole proceeding or a shorter period. At the end of the matter, the Official Information Act 1982 and Privacy Act 2020 apply to material covered by the order.

The FMA can also share information and documents with law enforcement or regulatory agencies and overseas regulators under the Act’s information-sharing framework. Separately, the Act limits when information obtained in FMA operations can be published or disclosed, and allows the FMA to impose conditions on some disclosures.

The Act also allows the FMA to accept written undertakings. These can include steps to avoid, remedy or mitigate adverse effects, compensation to affected people, or payment to the FMA of an amount in lieu of a pecuniary penalty. If an undertaking of that last kind is given, the FMA must give notice on its internet site with the amount and a brief description of the alleged contravention.

The Act creates practical compliance risk because it is not only about the FMA’s powers, but also about what happens if a person does not cooperate lawfully. A person may commit an offence by refusing or failing, without reasonable excuse, to comply with a notice under section 25. It is also an offence to provide information, documents or evidence known to be false or misleading in purported compliance.

Other offences include resisting, obstructing or delaying a person acting under a warrant, refusing without reasonable excuse to appear or answer questions when required, refusing to provide required documents or information, knowingly misleading the FMA in giving evidence, and wilfully contravening an FMA confidentiality order. There is also an offence for refusing or failing, without reasonable excuse, to comply with conditions imposed on certain disclosures of information or documents.

For a small or medium business, the biggest risk is often poor process rather than deliberate misconduct. Missing deadlines, giving incomplete records, allowing inconsistent witness accounts, or circulating confidential material internally without controls can all make a regulatory issue worse.

This Act rewards businesses that can respond in an organised way. Because the FMA can require information, documents and evidence within specified timeframes and formats, your business should know where key records sit, who owns them and how quickly they can be produced in usable form. That includes board papers, disclosure materials, customer communications, compliance registers, complaints records, transaction records and outsourced provider records where relevant.

Governance also matters. The Act’s definition of financial markets participant can extend to related bodies corporate, directors and senior managers, so response planning should not sit only with one operations team. Boards and leadership teams should know who handles regulator notices, who approves responses, and how legal privilege, confidentiality and privacy issues are escalated.

If your business is in a newly captured category, such as certain consumer credit roles added from 1 July 2026, this is a good time to review whether your compliance framework still matches your regulatory exposure.

This Act is a principal Act, in force, and the official consolidation used here is the latest version as at 1 July 2026. It commenced on 1 May 2011.

The Act has been amended over time to reflect changes across New Zealand’s financial markets framework, including the move to the Financial Markets Conduct Act 2013 model, later additions for climate reporting entities and financial market infrastructures, and from 1 July 2026 the inclusion of certain consumer credit participants in the definition of financial markets participant.

Businesses should read this Act alongside the substantive law that creates their underlying obligations. Depending on your business model, that may include the Financial Markets Conduct Act 2013, Financial Service Providers (Registration and Dispute Resolution) Act 2008, Financial Market Infrastructures Act 2021, KiwiSaver Act 2006, Auditor Regulation Act 2011, or the Credit Contracts and Consumer Finance Act 2003. This Act does not replace those laws. It explains much of the FMA’s role and powers across them.