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Company law

Successfully incorporating and operating a company in New Zealand involves clearing a few legal hurdles. Our corporate and commercial law advisors will ensure your company complies with the Companies Act, and assist you should any issues arise.

Kensington Swan guides companies, directors, management, and shareholders on the full range of company law matters.

Company structure

Our lawyers can advise on the best structure to suit your commercial needs, including:

  • incorporation
  • issuing of different classes of shares, and debt
  • directors’ duties, obligations, and powers
  • shareholders’ rights and obligations
  • company disclosure and reporting obligations
  • company reconstructions, including amalgamations, creditors’ schemes of arrangements, and court-approved compromises
  • company insolvencies, including voluntary administrations, receiverships, and liquidations

Corporate governance

  • We have wide expertise in all areas of corporate governance, including:
  • the composition of boards and committees, and their operating procedures
  • director certifications and disclosure requirements
  • director and officer fiduciary duties and responsibilities, particularly in mergers and acquisitions and other major transactions
  • ‘best practice’ for boards, committees, directors, and officers
  • executive compensation
  • shareholder and creditor rights and litigation
  • preparation and interpretation of constitutions, including reviewing constitutions for compliance with the listing rules of the New Zealand Stock Exchange 

Insolvency and liability

It is critical that directors understand their obligations when they permit a company to trade if that company is insolvent or nearly insolvent. This is known as trading recklessly and can expose directors to the risk of being personally liable for company debts.

Our lawyers are experts in advising on the potential liability of directors and officers under the Companies Act and other relevant legislation.

Shareholder disputes

If a shareholder is in a dispute with the company or other shareholders, the Companies Act can provide rights that the shareholder can use to protect itself. We can advise on the most appropriate use of these rights to alter the behaviour of a company or other shareholders, or to negotiate a settlement.

Recent experience

Directors’ liability

We have provided advice for directors on how best to avoid personal liability, and have prepared deeds of indemnity to be granted by a company or major shareholders.

Shareholder disputes

Acting in a dispute where the board and majority shareholders had acted prejudicially towards our client, we achieved a successful settlement through raising the prospect of proceedings under section 174 of the Companies Act. In another dispute, we identified that directors had failed to act appropriately with regard to the issuing and buy-back of shares, giving our client a clear claim against the company and its directors. This enabled us to negotiate a quick settlement.

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