Questions for lawyers Found 20

The board of my small company made a decision that appears to conflict with the company’s constitution, and when I raised it I was told that the directors know what is best. Are directors allowed to override a constitution, and what can a shareholder do?

We are a group of investors planning a property project and are wondering whether a limited partnership would be better than a company. We heard about tax flow-through. What is the legal structure and what are the trade-offs?

I have been freelancing as a sole trader for a couple of years and my income is growing. An accountant friend suggests incorporating, but I am worried about paperwork and cost. What are the real legal differences between a sole trader and a limited liability company in New Zealand?

I own shares in a family company and want to transfer some to my sister. The constitution seems to say something about the board approving transfers. Can the company refuse, and what paperwork is needed to complete the transfer properly?

An employee in our sales team signed a large supply agreement on behalf of the company without approval, and the other party now says we are bound. We had a rule that only directors could sign contracts above a certain value. Is the company stuck with it?

An overseas investor has offered to buy a stake in our New Zealand company. I do not know whether there are restrictions on foreign ownership or approvals needed. What should we be thinking about before we agree?

I recently became a director of a family-run company and did not realise it came with legal obligations of its own. Nobody explained what I am personally responsible for. What are the main duties of a director in New Zealand, and can I be held personally liable?

We are about to buy a small cafe business and the seller wants a quick deal. The financials look reasonable but we have limited experience of acquisitions. What legal due diligence should we do, and what should the sale agreement protect us against?

We plan to raise investment from about ten friends and family members in exchange for shares in our start-up. We assumed we could just do a handshake deal. Are there laws that regulate offering shares in New Zealand?

I hold a minority shareholding in a private company and the majority shareholders have stopped paying dividends and stopped giving me information, while awarding themselves generous salaries. I feel pushed out. Do minority shareholders have any legal protection?