The Law Commission’s Review of Directors’ Duties and Liabilities
The Law Commission is currently conducting a comprehensive review of the duties and potential liabilities of company directors in New Zealand. Named “Haemata Haepapa,” which translates from te reo Māori to “responsible leadership,” the project marks the first time these core corporate duties have been thoroughly examined since they were enacted over three decades ago. […]
Director prohibitions in 2026
In the modern business landscape, directors face an array of risks while operating their companies: personal liability for company debts, breaches of directors’ duties, tax liability, and reputational damage, to name a few. But despite the record number of company failures, it seems that for many creditors of failed businesses, the majority of directors of […]
Can a liquidator just hand back the keys? Disclaiming onerous property
A tenant goes into liquidation. A week or two later the landlord gets a letter from the liquidator saying the lease has been disclaimed. The landlord wants to know three things: can the liquidator do that, will anyone still pay the rent, and does the director’s personal guarantee still stand? The short answers are: yes, […]
Use it or lose it: secured creditors and section 305
Holding security is not a reason to sit on the sidelines of a liquidation. Section 305 of the Companies Act 1993 requires a secured creditor to make a choice, and a creditor that does not make it, or makes it late, can lose its security altogether. The purpose of the section is to bring certainty […]
Transaction for inadequate consideration: An overlooked solution?
Liquidators Remedies The ability for liquidators to recover and investigate the affairs of liquidated companies is surprisingly vast; liquidator specific recoveries include: Non-specific but useful remedies also include Property Law Act dispositions and Dividend Clawbacks (s56). Transaction undervalue and transaction for inadequate / excessive consideration are quite powerful remedies, however I feel they are overlooked. […]
What do liquidators actually do?
Many assume that a liquidator’s job is to sell company assets and distribute available funds to creditors. However, liquidation can involve a much broader investigation into the company’s financial affairs, transactions, and the circumstances leading to insolvency. One of the first things a liquidator does is an information sweep. This involves gathering and reviewing financial […]
Selling business assets pre-liquidation: Director and purchaser risks
When a company is heading towards liquidation, its directors may consider selling the business, or some of its assets, to a third party before the liquidation formally begins. There may be legitimate commercial reasons for doing so. For example, the sale might form part of a restructuring plan, such as a “hive down”. It may […]
The internet remembers, but the registry doesn’t have to: NZ’s new director privacy rules
Starting 18 November 2026, New Zealand company directors can officially remove their residential addresses from the public Companies Register to protect their privacy and personal safety.
What you need to know about the tax pooling debt scheme before 1 October
The clock is ticking for New Zealand businesses carrying historic tax debt. Inland Revenue’s (IRD) temporary tax pooling debt scheme is set to close on 1 October 2026. With Kiwi businesses owing an estimated $1.2 billion for the 2023 and 2024 financial years, this pilot program represents a massive, yet underutilised, opportunity to clean up […]
But the director told me…
What happens if a company pays off an old debt but goes into liquidation shortly after, even though they assured you everything was fine and you had no idea they were in trouble? Often such payments are a target for liquidators under the voidable transaction scheme in sections 292 – 296 of the Companies Act […]