Our Commercial Law services include:
We can assist you with the buying and selling of your business to ensure that your investment is protected. This includes reviewing the sale and purchase agreement, helping with your due diligence, and providing a checklist so nothing is missed. We will review any contracts that the business has, your business structure and your finance arrangements. We can assist you with your partnership agreement, your company set up and compliance, and your terms of trade. We have extensive experience with buying and selling small to medium size businesses.
We can assist you with the incorporation of a new company for your property investment or business needs and the ongoing obligations of that company.
Establishing a company is relatively easy. The difficulty with companies is the continuing administration and obligations. You need to follow proper process and never forget the company is a separate entity.
Upon incorporation you will be provided with a company key. That number is used to maintain company details by accessing the Companies Office website at www.companies.govt.nz . Keep that number and your access details safe.
The company's name must be clearly stated in every document or written communication. You can be penalised for not complying with this. Every company is required to have a registered office and an address for service. Both addresses must be in New Zealand and cannot be a postal centre or document exchange. If you change either of these addresses, you must notify the Companies Office. You are required to file an annual return with the Companies Office each year.
The company must keep a register of the following:
- The names and addresses of current directors. If new directors are appointed to the company, confirmation of their consent (in the required form) should be included as part of the Directors Register
- All directors certificates for significant decisions
- Directors interests in proposed transactions
- Name and address of all shareholders
A company must hold an annual meeting of its shareholders in addition to any other meeting at least once in each calendar year. This meeting must be held within 6 months after the balance date of the company and not later than 15 months after the previous annual meeting. The first annual meeting must be held within 18 months of registration.
The company must have a minute book in which the details of all annual meetings and resolutions and meetings of directors are to be kept. The minute book must be kept at the registered office of the company.
We recommend that you arrange for your company accountant to keep accounting records, explain the transactions of your company, enable the financial position of the company to be determined, enable the directors to ensure any balance sheets or other accounts comply with the Financial Reporting requirements.
When entering into a contract (which is not a deed) on behalf of the company the document must be executed by a director of the company. When entering into a contract, which is a deed, on behalf of the company the deed must be executed by two or more directors of the company, or if there is only one director, by that director, whose signature must be witnessed.
You need to ensure in your role as director that you are acting in accordance with the law. Simply Law is happy to work with you on this.
The general duties that are imposed on directors are:
- To act in good faith and in the best interests of the company. This means not acting in their own interests or in the interests of a particular shareholder.
- To exercise their powers for proper purposes.
- To exercise the care, diligence and skill of a reasonable director, taking into account the nature of the company, the nature of the decision; the position of the director and the nature of the responsibilities undertaken.
If you own commercial property and need to have your lease reviewed or you are a commercial tenant, then we are able to assist with advice. Often an important issue for landlords and tenants is the rent review clause. We can assist with the preparation of leases, renewals and comprehensive advice for both landlords and tenants.