Commercial and
corporate/ Business law

COMPANY/CORPORATE LAW

The Companies Act 1993 sets out the requirements for the successful operation and compliance for all companies in New Zealand.  The Companies Act outlines the relationships between the company itself, its directors, shareholders and creditors.

There are a number of legal processes which require legal representation when establishing or successfully operating a company in New Zealand, particularly when a dispute arises.  These include, company incorporations, buying and selling the shares in a company, amalgamations, managing director obligations, issuing new shares for capital raises, running a successful Annual General Meeting, obtaining investors, ensuring compliance and managing shareholder disputes. 

Disputes between shareholders in companies are rising. The team at Bytalus Legal have been advising clients in running and managing litigation over claims of oppressive conduct by shareholders.  We have also been ensuring proper compliance following shareholder information requests and ensuring that our client companies have a robust management system for dealing with disputes early.  We also make sure the directors are fully conversant with understanding their obligations.

We also act for shareholders and are regularly involved in mediations involving shareholder and other company disputes. 

As your lawyers, the team at Bytalus Legal have the knowledge and to provide on-point advice in most aspects of corporate law including employee/employer disputes, debt recovery, receiverships and liquidations, takeovers, mergers and acquisitions, managed liquidations when a company is no longer required, enforcement actions and investigations.

If you have any questions concerning the legal operations or management of your company call us for either a phone, zoom or in-person consultation or if you prefer, we can come to you. 
 

CONTRACT LAW

To guarantee your businesses operates effectively and within the legal framework it is necessary to have solid business contracts and agreements.  Good business contracts can take many forms which include partnership agreements, shareholder agreements, constitutions, employment contracts, confidentiality agreements, terms of trade, sale and purchase agreements and the list goes on. 

Should things go wrong within your business a sound contract or agreement can protect you from any unforeseen obligations and surprises.  Your lawyers are here to assist you in understanding what can go wrong and providing protection from possibility. Lawyers are your insurance policy in minimising your company’s risk. We can assist with advising and drafting all forms of business contracts We will also tailor these contracts to meet your business needs.  We will also take the time to help you understand the fine details of your business contracts so you are not in for any unwanted surprises.  
 

FRANCHISING

The franchise of a business occurs with a company (franchisor) granting a right to use its intellectual property and systems to another company or individual (franchisee). The benefit is that the franchisee gets is able to fast-track its profitability through the use of the franchisors brand and working systems.

In New Zealand there is no specific, franchise legislation.  The franchisor and franchisee will be required to enter into a franchise agreement, establishing each parties rights and obligations required for the successful operation of the franchisees business under the brand.

There are both benefits and disadvantages for existing and future business owners to enter into franchise agreements.  Franchising permits multiple businesses to be operated in and quickly expanded in multiple locations.  It is also a sound method of gaining like-minded people who are passionate about your product to help you expand your and their businesses constructively.

No two franchises are the same.  The team at Bytalus Legal will provide the best advice to you as either a Franchisee or Franchisor. Over the last twenty-five years of practice we have assisted our clients to develop their own franchise and have on staff team members who have been involved in different stages of providing set-up advice and advice when something goes wrong. 

At Bytalus Legal we have had years of experience in establishing franchises and advising franchisees in cafes and fast-food, electrical compliance, tourism, food manufacture and distribution, vehicle mechanics,  refrigeration and home and garden maintenance.

If you are interested in purchasing a Franchise, we have developed a system to ensure that you will know with certainty whether this the right business for you. We will also provide you with a strategy coach to help you through the accounting and legal web associated with your chosen franchise. We guarantee you will be fully conversant with your legal obligations as either a franchisor or a franchisee.  There may be underlying long term obligations when entering into franchise agreements and it is essential you understand all terms and conditions. 

If you are interested in knowing more about Franchises, including what is involved in the set-up and establishment and operational management of a franchise or if you are looking to purchase a franchise then call us for a consultation.
 

INSOLVENCY – RECEIVERSHIPS, STATUTORY DEMANDS, LIQUIDATIONS AND REMOVAL OF COMPANIES FROM THE REGISTER

Removal of a company from the Register of Companies can occur through a director/shareholder managed process or by force commencing with service of a Statutory Demand where a debt has not been paid. 

The managed process is where the directors and shareholders agree to ‘wind-up’ the company.  Generally, this will not involve the Court, however the procedure can sometimes be complicated due to the reasons for wanting to place the company into liquidation. When a company is no longer trading it is widely misunderstood that simply not filing the annual return and allowing the Registrar of Companies to remove the company from the register removes liability and obligation to the directors and/or shareholders. This is not correct and can be an expensive mistake to correct. Getting the right advice on which process to follow will always ensure that a costly mistake is averted. 

We organise and manage controlled liquidations and can provide essential advice on which process is best for your company. 
At Bytalus Legal we are frequently in the High Court representing our client companies appearing as either plaintiff or defendant in liquidation proceedings. The process commences with the service of a Statutory Demand. If your company is served with a statutory demand, there is limited time to respond. Notifying us as your lawyers and getting advice immediately is the first and only imperative if that were to occur. We will promptly provide advice around any defences you may have and outline the strategy and procedure to be undertaken. Insolvencies can be complicated especially in times of economic hardship. We have Chartered Accountants on our team who can help with the formulation of a strategy which can also involve negotiating a settlement. The more time we have to prepare, the more likely you will be to have a good outcome. The best advice is ‘call us immediately’.

Understanding the types of security instruments that can be used against a company under the Person Property Rights legislation by a creditor will ensure that you identify the risks early and prevent the appointment of a receiver or liquidator is the company is put into liquidation. We help our clients in drafting and managing security interests and will provide advice around debt management. This includes appointing a receiver to seize secured property if you are a creditor or taking legal action if you have a defence against a receiver or liquidator. In these circumstances time is of the essence. We are here to provide the advice you require. 

PARTNERSHIPS

A business partnership in New Zealand means you and at least one other person share ownership of a business, its operation, and resources.  Partnerships in business can also exist between two trusts.  Each partner in the business also shares the business profits and losses.  The starting of a business partnership can be both an exciting and uncertain process.  Initially it is not a requirement, but potentially necessary for your protection, to have a sound, written partnership agreement between yourself and your other partners in the business.  This agreement will legally bind you to other partners and also limits the risk to all partners should something go wrong. A good partnership agreement will set out what the obligations, duties and responsibilities owed by each party to his or her partners.  

It is best practice to outline in the partnership agreement what each partner is obligated to put into the business, what property is included in the business (client contacts, intellectual property, operation premises), what each partner will contribute financially, what happens in the event of a partners death, how income will be distributed between partners and how partner disputes are to be resolved.  It is also possible to have ‘sleeping partners’ in business. A sleeping partner is someone who may contribute property or money, however they may not be involved in the everyday operations of the partnership.  Should you and your partners be operating with large amounts of cash within your company it is also necessary to adhere to anti-money laundering and counter-terrorism financing practices.

The Partnership Act 1908 is the law which governs business partnerships in New Zealand.  To ensure your business partnership is established properly and works within the legal standard as stipulated in the Partnership Act it is best to seek legal advice when establishing your business partnership.  We have advised many of our clients on establishing business partnerships and actions taken while working with partners.  We provide advice to our clients who operate common partnership structures such as medical practitioners, dentists, small business owners where the income exceeds $60,000.

It is of utmost importance you understand when a partnership will or will not be suitable for your business circumstances. There are many problems that will occur from not having the right business structure including serious tax implications. Talk to us first before forming or entering a partnership as some businesses are unsuitable for a partnership structure. 

TAX & IRD DISPUTES

Tax law can be a confusing and complicated area where professional, accurate, legal and accounting advice can be valuable to yourself and/or your business.  Despite your best efforts, you may find yourself in dispute with Inland Revenue, potentially regarding one or many tax issues.  These issues can include income tax dispute, property tax dispute, PAYE tax dispute, debt negotiations, GST issues ….the list can go on.  

We have successfully acted on behalf of many of our clients when they have been faced with Inland Revenue dispute.  We can help you gain clarity on your tax situation and communicate with Inland Revenue on your behalf to gain the best outcome for yourself and your business.  We make it our primary goal to avoid having tax disputes linger for our clients.  We aim to settle any Inland Revenue dispute as quickly as possible because if these issues are not settled quickly there can be obvious tax penalties.   

BANKRUPTCY

Our team are here to support you through the process of bankruptcy.   It is our aim to minimise the long-term negative impact bankruptcy can have on your well-being.

When you have had the best intentions and tried all other alternatives unsuccessfully, sometimes bankruptcy is the only option.  Filing for Bankruptcy is the difficult choice an individual makes when they are no longer able to fulfil their financial obligation and repay depts/creditors.

When your bankruptcy is accepted by the Insolvency Service or you are adjudicated bankrupt by order of the High Court, your status as a bankrupt person Bankruptcy is for three years, however bankruptcy can last for several years on credit files, which makes any future, financial actions somewhat challenging.  The lasting effects of bankruptcy can also pose difficulty for gaining employment.  Should you file bankruptcy a second time, this will remain permanently on you credit file.

As your lawyers we can progress your bankruptcy matters quickly.  We can also assist with liquidation, debt recovery, and receivership issues for your company.  We can help you restructure your personal affairs or your business, we can help negotiate with creditors payment schedules for your outstanding debts.

 There are also be other alternatives to bankruptcy providing you meet the criteria. Call us for advice. At the very least if a restructure or one of the other options is not possible you will be better informed and as your lawyers, we will be at your side to help you through the process.