Commercial & Business Lawyers
From startup structuring and brand protection to drafting ADLS commercial leases and facilitating business acquisitions, our firm provides responsive, practical legal counsel led directly by principal solicitor Ian Mellett.
Book a Business consultationCommercial Lease Alert
The standard ADLS Deed of Lease contains strict **Reinstatement** (Make Good) clauses, forcing tenants to strip out all office fittings, cabling, and partitions at lease end.
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Body Corporate & Unit Titles
Vett unit titles, body corporate operational rules under the Unit Titles Act, and cross-lease titles before signing property contracts.
Buying or Selling a Business
Navigate ADLS business sale agreements, due diligence parameters, landlord lease assignments, and employee contract transfers.
Franchise Agreements
Review franchise disclosure documents, territorial rights, intellectual property bounds, and franchise code compliance covenants.
Tax Law & Company Structures
Coordinate shareholder agreements, corporate restructures, and LTC tax systems to shield capital and optimise commercial operations.
Business Structuring Covenants in New Zealand
Selecting the appropriate legal entity is critical to protect personal wealth and manage tax liabilities. The four primary commercial structures in New Zealand are:
1. Sole Trader Structure
The simplest model, where you trade under your own name. While setup outgoings are minimal, you face unlimited personal liability—if the business defaults, your personal assets (including the family home) are exposed to creditors.
3. Limited Liability Company (Companies Act 1993)
A separate legal entity. The corporate veil limits shareholder liability to the value of their share investment. Essential to prevent trade creditors from accessing personal assets (subject to personal guarantees).
2. Partnerships (Partnership Law Act 2019)
Two or more entities sharing profits and liabilities. Partners are subject to joint and several liability, meaning you can be held personally responsible for commercial debts incurred by your business partner.
4. Trust-Owned Business
The shares of the trading company are owned by the trustees of your Family Trust. This isolates business risks from the trust's capital holdings, while facilitating tax-efficient beneficiary distributions.
NZ Business Structures Scorecard
The below table is intended as an informative guideline not legal advice applicable to your circumstances.
| Legal Structure | Liability Isolation | Tax Treatment | Regulatory Demands |
|---|---|---|---|
| Sole Trader | None. Personal assets are fully exposed. | Personal marginal income tax rates (up to 39%). | Low (audits rarely required). |
| Partnership | Joint & Several. Partners share liability. | Profits flow to partners; taxed at personal rates. | Low (requires partnership agreement). |
| Limited Company | Limited. Isolated corporate shell protection. | Flat 28% company tax rate. Profits paid as dividends. | Moderate (Companies Office filings). |
| Trust-Owned Company | High. Shields company shares from personal claims. | Company taxes at 28%; trust splits at beneficiary rates. | High (requires annual company & trust returns). |
ADLS Deed of Lease Tenant Vetting Checklist
When signing the standard Auckland District Law Society (ADLS) commercial lease, tenants should negotiate specific clauses to prevent major post-tenancy liabilities: *The below table is intended as an informative guideline not legal advice applicable to your circumstances.
| Clause Category | Tenant Risk / Trap |
Quay Law Recommendation |
|---|---|---|
| Reinstatement (Make Good) | Tenant must strip out fittings, cabling, and partitions, repainting premises at lease end. | Limit make-good; exclude pre-existing fit-outs. |
| Rent Ratchet | Prevents rent from ever decreasing during market reviews, even if market rates drop. | Insert soft ratchet or CPI indexation caps. |
| Outgoings Apportionment | Landlord passes on all rates, insurance premiums, body corporate fees, and maintenance. | Vett outgoings schedule; exclude structural repairs. |
| Personal Guarantees | Directors personally guarantee the lease, exposing homes to landlord defaults. | Limit guarantee caps or offer bank bonds instead. |
Professional Representation Across Key Business Sectors
Business Sales & Purchases
Drafting and vetting ADLS Sale & Purchase of a Business contracts. Managing due diligence, vetting customer lists, assets, lease assignments, and employee handovers.
Due Diligence & ContractsShareholder Covenants
Drafting customized Shareholder Agreements. Establishing clear rules for disputes, share valuations, funding calls, exit clauses, and director voting thresholds.
Corporate GovernanceIP & Social Media Law
Protecting digital trademark rights, drafting employee social media compliance policies, and vetting advertising campaigns for ASA regulations.
Brand ProtectionInstruct a Commercial Solicitor on Your Business Transaction
Vett your commercial lease agreements, draft shareholder deeds, manage business acquisitions, and establish secure corporate structures. Request a quote today.
Request a Business QuoteFrequently Asked Questions
A restraint of trade clause prevents a vendor (selling a business) or key employee from competing with the business within a defined geographical area and time period. In New Zealand, restraints are only enforceable if they are "reasonable" to protect a proprietary interest (such as goodwill). Restraints that are too broad in geography or duration will be struck down by the courts.
Under the standard ADLS Deed of Lease, the tenant is typically responsible for paying the landlord's reasonable legal costs incurred in preparing and executing the lease and any personal guarantees. However, this is negotiable—tenants can request that each party pays their own legal outgoings during initial Agreement to Lease negotiations.
While a company constitution defines standard board operations, a Shareholder Agreement is a private contract that handles partner-level issues: what happens if a shareholder wants to exit (pre-emptive rights), how shares are valued, funding requirements, and how deadlocks are resolved. A constitution is public record; a Shareholder Agreement remains strictly confidential.
Instruct Quay Law for Your Transaction
Contact our Remuera office to discuss your sale or purchase contract, title checks, or financing arrangements.