Definition
What is Financial Markets Conduct Act 2013 (FMCA)?
The primary NZ statute governing the offer of financial products, fair dealing in financial markets, and licensing of financial-service providers.
The Financial Markets Conduct Act 2013 (FMCA) replaced the Securities Act 1978 and the Investment Advisers (Disclosure) Act 2008. It sets the rules for any offer of financial products in New Zealand and is enforced by the Financial Markets Authority (FMA).
Structure of the FMCA: - Part 1 — Preliminary provisions and definitions. - Part 2 — Fair dealing in financial products and financial services. Includes the prohibition on misleading or deceptive conduct (s19) and false or misleading representations (s22). These rules apply to BOTH wholesale and retail offers. - Part 3 — Disclosure for retail offers. Requires a Product Disclosure Statement (PDS), entry on the Disclose Register, and (for managed investment schemes) a licensed manager. THIS is the part Schedule 1 carves out for wholesale offers. - Part 4 — Governance and trustee supervision of managed investment schemes. - Part 5 — Dealing in financial products on licensed markets (i.e. NZX listed securities). - Part 6 — Licensing of MIS managers, derivatives issuers, DIMS providers, financial advice providers, and other licensed services. - Schedule 1 — The seven wholesale-investor pathways (see our [FMCA Schedule 1 guide](/blog/fmca-schedule-1-wholesale-investor-pathways)).
Key principle: the FMCA distinguishes between "regulated offers" (retail) and "wholesale offers" (Schedule 1 carve-outs). Regulated offers attract the full Part 3 disclosure regime; wholesale offers do not need a PDS but remain subject to Part 2 fair dealing, AML/CFT under the AML/CFT Act 2009, and licensing requirements for the manager.
Enforcement: the FMA can issue stop orders, accept enforceable undertakings, bring civil penalty proceedings, and refer matters to the Serious Fraud Office for criminal prosecution. Civil penalties can reach NZ$1M for individuals and NZ$5M for body corporates per breach.
Recent material amendments: the FMC Amendment Act 2022 (in-house DIMS rules), the 2025 FMC Amendment Regulations (climate-related disclosure changes), and ongoing review of Schedule 1 thresholds.
Related Terms
FMA (Financial Markets Authority)
New Zealand's financial markets regulator responsible for oversight of investment products and services.
Wholesale Investor
An investor who meets specific criteria allowing access to investment products not available to the general public.
Product Disclosure Statement (PDS)
The FMCA-mandated retail disclosure document for any regulated offer of financial products — limited to 12 sections and specific length per the FMCA Regulations 2014.
Managed Investment Scheme (MIS)
A collective investment vehicle where investor funds are pooled and managed by a professional manager.
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Educational Content Disclaimer
This glossary provides general educational information only and does not constitute financial, legal, or tax advice. Definitions and explanations are simplified for educational purposes and may not cover all aspects or nuances of each term.
Before making any investment decision, you should seek independent advice from appropriately qualified professionals. Wholesale Investor does not recommend or endorse any particular investment, strategy, or fund manager.