BIV acquisition due diligence: the accountant, lawyer and immigration roles

8 hours ago

3 min read

BIV requires financial and legal due diligence on the nominated business, not simply a seller's brochure or turnover summary. INZ asks for a valuation from a qualified statutory accountant, financial due-diligence confirmation from the appropriate accountant and legal due-diligence confirmation from a New Zealand lawyer. The Business Proposal must explain the enquiries and eligibility, and the applicant must understand the legal and financial position and associated risks.

Identify the person and deliverable for each role

Workstream	Required professional result
Valuation	Qualified statutory accountant's valuation of the nominated business
Financial due diligence	Accountant's confirmation of the financial enquiries
Legal due diligence	New Zealand lawyer's confirmation of the legal enquiries
Immigration preparation	Assess relevant applicant and business requirements and assemble the application evidence

The due-diligence lawyer must be a different individual from the immigration lawyer if one is used, although both may be at the same firm. This does not universally require two firms. Nor can one person satisfy the distinction merely by issuing two differently titled documents. Agree qualifications, scope, deliverables, fees and exclusions so that no important enquiry is left between advisers.

Match financial evidence to the actual acquisition

The accountant needs the interest being acquired, current price and ownership structure. Accounts, tax, debt, payroll and operational records answer different questions; the appropriate professional determines the scope for the target. A seller's statement that profits are stable is not the full underlying evidence. Revenue, profit and distributable cash should remain distinct.

The valuation's date, scope and assumptions should match the contract and Business Proposal. BIV excludes business property, GST, fees and transaction costs from the minimum investment, making the price allocation particularly relevant. If the report identifies missing information or a qualified conclusion, do not silently rewrite it as an unconditional pass in the application summary.

Legal enquiries concern the rights and obligations acquired

Shares or business assets, leases, permissions, employment and contractual liabilities are matters to discuss according to the real structure. These are enquiry directions, not an additional government checklist invented here. A minority buyer should understand the shareholder and management arrangements rather than relying on the company name and percentage alone.

Seller-provided documents still need review of scope, version and unresolved matters. Relevant compliance history or restrictions should be disclosed truthfully. Legal and accounting enquiries may inform each other, but one general letter does not automatically replace the separate professional confirmation. Understand who follows up limitations and what further evidence is needed.

Immigration assessment is not a commercial guarantee

Trading history, staff, excluded activities, ownership and specified earlier immigration use must be checked against current instructions. Personal experience, funds, English and other requirements remain separate. A business satisfying one condition does not establish every buyer's eligibility. Immigration advice should not be presented as a forecast of investment returns.

INZ explicitly says it cannot pre-approve a nominated business. It assesses whether the target meets requirements within the visa process; even a visa approval is not an endorsement of the enterprise or a guarantee of success. A private preliminary assessment or proposal is therefore not government pre-approval. Claims of an officially guaranteed profitable business need evidence and should not be inferred from visa paperwork.

Resolve open items before contractual commitments

Current BD2.5 allows the nominated-business valuation to be prepared or relied on by a New Zealand qualified statutory accountant. The valuation must be no more than three months old at application and come from an external reputable, suitably qualified independent professional without a material interest in the transaction. Clarify the valuer and accountant's reliance rather than treating a seller's quotation as equivalent.

Keep the findings, limitations, missing evidence and responsible professionals clear. Separate service fees, government charges and acquisition payments. Actual deposits, completion obligations and payments require the real contract and appropriate advice, not instructions from this article. When the price or structure changes, confirm whether the existing reports still cover it.

Preserve original evidence and final reports for later operating and residence stages. Due diligence should explain the real position, including uncertainties, rather than make every document appear approved. Obtain explanations of unresolved risks before making the commercial decision; expenditure already incurred does not turn an unchecked matter into a resolved one.