NBDT Licensing

The Non-bank Deposit Takers Act 2013 (the NBDT Act) came into force on 1 May 2014. From that date, all Non-bank Deposit Takers (NBDTs) are required to have a licence if they undertake the business of deposit-taking.

When processing the application for a licence, the Reserve Bank will assess an applicant's ability to comply with the requirements of the NBDT Act on an ongoing basis. The Bank will also assess the suitability of directors and senior officers of the applicant.

NBDTs wishing to obtain a licence must apply to the Reserve Bank. They will need to complete an application form and provide specific information. All directors and senior officers of the applicant will need to provide a suitability notice. Application forms, templates and guidance materials are provided below.

Applying for a licence

NBDT licence applicants will need to submit an NBDT licence application form to the Bank and a suitability notice for each director and senior officer, or proposed director and senior officer, of the applicant. The applicant will also need to provide financial information and, in certain circumstances, information about its corporate and individual controllers.

Corporate and individual controllers are those with “influence” over the NBDT, being persons with a direct or indirect ownership stake of at least 25% in the NBDT and persons who can appoint 25% or more of the NBDT’s board.

The following guidance explains more about the licence application process and the information required. These should be read before the applicant begins to develop its application:

The following forms must, where applicable, be completed and submitted to the Bank as part of the application for the licence (section 3 of the NBDT licence application form explains the circumstances in which corporate / individual controller forms need to be completed).

The Bank has produced template suitability notices that can be used for the purposes of submitting suitability notices to the Bank.

Who needs to obtain a licence?

Anyone wanting to carry on the activities of an NBDT, as defined in section 5 of the NBDT Act, needs to obtain a licence before providing the activities defined in section 5 of the NBDT Act, which are:

  • making an NBDT regulated offer of debt securities; and
  • carrying on the business of borrowing and lending money, or providing financial services, or both.

An NBDT regulated offer means a regulated offer within the meaning of section 41 of the Financial Markets Conduct Act 2013. It is an offer of debt securities to any investor to whom the FMC Act requires disclosure when making such an offer (even if the offer is made to other investors who are not required to receive disclosure). At a general level this means a “retail” offer or an offer to the public.

Persons declared by regulations made under section 73(1)(c) to be NBDTs are also required to apply for a licence.

Obtaining consent for change of ownership

Section 43 of the NBDT Act requires a person who seeks to become a corporate or individual controller of a licensed NBDT to gain the Bank’s written consent before completing a transaction that will achieve that.

A “controller” in this context refers to a person who will have influence over the NBDT such that the person will:

  • Have a the ability, directly or indirectly, to appoint 25% or more of the members of the NBDT’s governing body (e.g. its board); or
  • Have a direct or indirect ownership stake in the NBDT of 20% or more.

A person increasing their influence over the NBDT beyond a level previously permitted by the Bank must also get permission to do so.

A person applying to the Bank under section 43 must submit a completed “Application for change of Ownership”.