Reshaping your business? We help directors and shareholders restructure for growth, recovery or exit — managing Companies Act obligations, creditor and stakeholder pressure, and Companies Office filings at every step. Based in Wellington, acting NZ-wide and for overseas clients.
Restructuring done with a steady hand
Growth and efficiency
Amalgamations under the Companies Act 1993, demergers, share buybacks, group simplification or holding-company spin-outs — we design the structure, draft the board and shareholder resolutions, and lodge the filings cleanly with the Companies Office.
Financial pressure and insolvency
Cashflow tight, creditors at the door, or directors worried about personal liability? We map the options — solvent reorganisation, Part 14 creditor compromises, voluntary administration, receivership or liquidation — and guide you to the right outcome before choices narrow.
Restructuring works best when the path is chosen early and executed cleanly. We pressure-test the options against your obligations, draft the documents, and coordinate with accountants, banks and regulators so nothing falls between the cracks.
Who we help
Owner-operators repositioning for growth or succession
Directors facing solvency, creditor or personal-liability pressure
Shareholders planning mergers or demergers
Overseas companies restructuring their NZ operations
What's included
Entity restructuring — amalgamations, demergers, share buybacks and holding-company moves
Director duties — solvency certificates, reckless-trading risk and personal-liability advice
Stakeholder management — Part 14 creditor compromises, employee transfers, IRD and regulator engagement
Formal appointments — voluntary administration, receivership, liquidation and Court applications
How it works
1. Tell us what's happening
Walk us through your current structure, the pressure points, and what you want to achieve. We confirm the likely options, timing and indicative cost.
2. Structure and strategy
We confirm the preferred approach, flag director duties and tax implications, and build the implementation plan alongside your accountant or adviser.
3. Documents and approvals
We prepare board and shareholder resolutions, Companies Office filings, and any Court or creditor documents. You sign with confidence and a clear paper trail.
4. Implementation and close
We lodge the filings, register the new structure with the Companies Office, and confirm every step is closed off. Your business is set for what's next.
Frequently Asked Questions
Q: When is the right time to restructure?
A: Earlier than most directors think. Restructuring works best as a planned move — for growth, succession or efficiency — while options are still wide open. If solvency is in question, prompt advice keeps more paths available and helps directors meet their duties under the Companies Act 1993.
Q: What is the difference between an amalgamation and selling the business?
A: An amalgamation under Part 13 of the Companies Act 1993 merges two or more companies into one continuing entity, with assets and liabilities transferring by operation of law. A sale of business transfers chosen assets (and sometimes liabilities) under contract — useful when you want to leave specific obligations behind.
Q: When should directors be worried about personal liability?
A: When the company can no longer pay its debts as they fall due, or when decisions risk harming creditors. Reckless trading, breach of director duties and unlawful distributions can all expose directors personally. Early advice is the strongest protection.
Q: What is a Part 14 compromise with creditors?
A: A compromise under Part 14 of the Companies Act 1993 lets a company propose binding terms to its creditors — for example, paying a percentage of debts over time. If the required majority approves, the compromise binds every creditor in the class, including those who voted against it.
Q: Do overseas owners need OIO consent to restructure?
A: Sometimes. If the restructure changes who controls sensitive NZ assets — particularly land, fishing quota or significant business assets — Overseas Investment Office consent may be required. We flag this at the outset so the timing is built into the plan.
We also assist with Sale and Purchase of a Business.
Reshaping your business? Tell us where you're at and what you want to achieve — we'll outline the options, indicative costs and next steps.
The Team
business restructuring
David Greenslade
Partner
David leads the firm’s business and commercial teams. He has worked on major commercial transactions in New Zealand, the United Kingdom and the Middle East. David’s clients value his creative approach to problem solving.
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Tim Power
Consultant
Tim is the firm's public law lead, having lead 2 government legal teams and, more recently, advised a range of government departments, Crown entities, local authorities and private sector clients that interact with government.
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Tim O’Regan
Senior Associate
Tim is a Senior Associate in our Commercial Team with experience across corporate lending, banking and commercial law, with a particular focus on structured finance and infrastructure. He supports clients on M&A transactions, corporate documentation, and construction contracts, providing practical, tailored advice and strong relationship management.
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Sana Kamal
Solicitor
Sana is a Solicitor in our Commercial Team, having previously served in the firm as a Legal Secretary in our Trusts, Estates and Life Planning Team. Sana has a particular interest in commercial contracts, governance and refinancing matters.
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