Business & Commercial Lawyers

Business LawOur team of commercial business lawyers deal with a wide range of subjects, from buying or selling a business, buy/sell agreements, shareholders agreements, finances, working with you on your business structure, drafting and negotiating your documents and contracts, intellectual property through to corporate and commercial property & leasing issues and commercial & contract disputes. 

Check out our specialist services in - employment law, commercial disputes, contract disputes and debt collection & liquidation.


Starting a Business Lawyers

The New Zealand economy is built on entrepreneurial New Zealanders starting businesses – our team of start up lawyers can help your new business be a success by guiding you through New Zealand business law. Business law can be complex, so we focus on helping you understand the important parts for you, your business, your industry and your businesses stage of development so that you can be empowered to make the right decisions for your business.

From advice on the best structure for your business through to organising your company incorporation, our team can help you understand the required licences and consents required to run your particular business – and what laws you need to abide by. We can help you understand your legal obligations and liabilities as a business owner, and how to best protect your invest and other assets.

As contract law experts, we can help you set up all the required documentation you need – terms of trade and credit application forms, shareholder agreements & company constitutions, etc.

Our business lawyers have a solid and practical understanding of business law, and can advise when you need more specialist advice or assistance from our commercial leasing law, employment law and debt collection teams.

Our start up lawyers work with new businesses every day, helping them to grow and succeed. We focus on being a valuable partner in your business’ growth and development – and believe we’re succeeding when you’re succeeding.

Talk to our startup lawyers today to get help with:

Buying a Business Lawyers

 If you are looking to buy a business, you need a business lawyer who is skilled in understanding all the aspects of purchasing a business. Whether you are purchasing a franchise or a stand-alone business, conducting a management buyout or completing an acquisition to integrate into your existing business our skilled business law experts are specialists in business purchases and can help ensure you are making the right investment.

As legal experts in business law, we will we make sure you understand all the documentation, provide practical commercial advice in plain English, negotiate on your behalf with the seller, liaise with your lender, business broker and accountant, assist you to conduct the pre-purchase due diligence and provide commercially sound advice throughout the process.

Due diligence is a key aspect of any business purchase. Our business law experts have the experience to review all the contracts involved in the business (Intellectual property, employment, supply & distribution agreements, leases etc)

We are skilled at working with other advisors such as business brokers, accountants and lenders to create a successful outcome for you. Our team are skilled negotiators and can help you achieve the best possible outcome.

Call our Business Lawyers today for help with:

  • Reviewing the Agreement for Sale & Purchase of the Business
  • Advising on the correct structure of the business
  • Advice on whether to purchase the assets or the shares of the business
  • Advice on ongoing business documentation for your new venture (Shareholders Agreements, Company Constitutions, Employment Agreements etc)
  • Review existing leases or commercial property ownership documentation
  • Assist with applications to have the lease reassigned
  • Review Plant and asset lists
  • Conduct Personal Property Securities Register (PPSR) searches.
  • Review existing employee contracts
  • Review existing contracts (Supply/ Distribution/ Licencing/ Manufacturing etc)
  • Advise on and review consents and council licences required
  • Assisting you to obtain finance and reviewing finance and bank security documentation

Selling a Business Lawyers

When the time comes to sell your business, it is important that you seek legal advice before selling your business to ensure that the Agreement for Sale & Purchase contains the right provisions for your specific business. As experts in business sales we can help ensure that the sale covers any ongoing liability in regards to council, the business premises lease, existing employees, GST, existing creditors etc.

We can help assist you with preparing for the due diligence that the purchaser will expect to conduct, along with drafting any required confidentially agreements to cover the event that the purchase does not go ahead. We can also help negotiate your exit package, including any handover period if that is part of the sale deal. 

Contact our Business Lawyers today for help with: 

  • Review or Draft the Agreement for Sale & Purchase of the business
  • Advice on whether to sell the business shares or assets
  • Business conveyancing
  • Advice on Mergers & Acquisitions
  • Family succession
  • Management buyouts
  • Negotiate any restraint of trade provisions
  • Completing share transfers
  • Assigning existing leases and reducing your ongoing liability
  • Ensuring your lender releases any security held (when loans are repaid from the sale)
  • Getting releases of guarantees

Contract Lawyer

Our Contract Lawyers are New Zealand contract law experts, who can help ensure that your business contracts not only meet the rules of New Zealand contract law, but are also right for your specific business and your specific industry.

Solid contracts are the bedrock of good businesses. From documents that form the foundation of your business – employment contracts, partnership agreements, shareholder agreements and company constitutions through to your business transactions – such as terms of trade, licensing and distribution agreements, commercial leases etc.

Our specialist contract lawyers will provide practical advice on what is the best fit for you and your situation. They will help you review existing contracts & those you have been asked to sign, draft new contracts tailored specifically for your business and negotiate the terms of any contract on your behalf. They will take the time to understand your business, and that you understand the contract.

When things go wrong and you have a contract dispute or breach of contract you can also call on our breach of contract lawyers who are skilled in resolving contract disputes as quickly as possible.

Talk to our specialist contract lawyers today about drafting, reviewing and negotiating:

  • Terms of Trade 
  • Credit Application Forms
  • Licencing Agreements
  • Distribution Agreements
  • Supply Agreements
  • Procurement Contracts
  • Joint Venture Agreements
  • Confidentiality Agreements
  • Management Agreements
  • Equipment Leases
  • Contracts for Services
  • Shareholder Agreements
  • Partnership agreements
  • Employment contracts
  • Restraints of Trade
  • Independent Contractor Contracts
  • Confidentiality Agreements
  • Construction Contracts 
  • Commercial Leases
  • Sale & Purchase Agreements
  • Breach of Contract Disputes

Small Business Lawyers

Our Small Business Lawyers understand that as a small business owner, you need commercially sound legal advice that not only fits your business and your industry, but also that reflects your individual (and family) goals for your business.

The difference between getting the right advice at the right time and getting bad advice, or not getting it when you need it can mean the difference between your business failing, or thriving. And we want to see your business not only succeed but to help it grow into the best it can be.

Our small business lawyers are small business experts – whether you are an owner operator or employ a team, whether you are just starting out, in the middle of growing your business, or looking to step away or retire, our team are here to help you achieve your goals. We not only understand small business, we will work hard to make sure we understand YOUR small business and tailor our advice and assistance to suit.

Our team can help you understand your legal obligations and liabilities – and the best methods to protect your and your family. We can advise on the best structure for your growing business, assist you with debt collection, draft and negotiate your legal contracts and help you grow and develop your business.

Talk to one of our small business law specialists today for help with:

  • Choosing the right company structure for your business
  • Protecting your assets
  • Setting up the right legal contracts
  • Protecting your Intellectual Property
  • Employment Law
  • Drafting and Negotiating Contracts
  • Ensuring your Terms of Trade help you get paid
  • Succession planning
  • Business Finance and Lending
  • Business disputes
  • Debt collection
  • Helping you understand the laws and regulations that affect your business

Buy and Sell Agreement Lawyers


A Buy & Sell Agreement can also be knowns as Buy-Sell arrangement, and is a legal contract outlining what will happen in the event of death, disability or retirement of a business owner (where there is more than one) – and can also cover what will happen if an owner wishes to sell their interest in a company.

(This is different to an Agreement for Sale & Purchase of a Business of a company (Were you looking for information on
buying a business or selling a business?)

Buy & Sell Agreements usually state that an individual’s interest in a company must be sold back to the other owners of the company (rather than on the open market, or pass into the control of a power of attorney in the case of disability or to an estate in the case of death).

A Buy/Sell Agreement can be drafted in conjunction with life or disability insurance purchased by the other business owners, and we regularly liaise with insurance companies to tailor Buy & Sell Agreements to fit. We can also put you in touch with insurance experts in this field if needed.

However, a Buy-Sell Agreement does not require you to have insurance to cover the agreement.

A Buy and Sell Agreement should be specifically drafted to reflect the specific nature of the business, how it is owned, the number of owners etc, and reflect on the tax implications and estate planning implications.

Our team of Buy & Sell Agreement Lawyers can draft for you the right agreement for your situation, and assist with negotiations between the owners.

Talk to our buy-sell agreement lawyers today for help with: 

  • Understanding how a Buy & Sell Agreement would work for your business
  • Integrate a Buy & Sell Agreement into your estate planning
  • Drafting a tailored Buy & Sell Agreement
  • Liaising with insurance brokers (where appropriate)
  • Ensuring you fully understand the agreement and implications


Shareholder Agreement Lawyers

Our Shareholder Agreement Lawyers are experts in reviewing, draft and negotiating Shareholder Agreements. A Shareholder Agreement is one of the cornerstone legal documents of your business, and it should be carefully tailored to suit your specific business and each shareholder’s situation.

A one-size-fits-all approach to Shareholder Agreements often ends in complicated disputes later on. Our skilled business lawyers will guide you through the process, asking the questions and providing sensible, commercially sound legal advice that will help you and your business partners decide on the best arrangement for you and your business.

We recommend that a shareholder agreement is drawn up before you go into business, but it is never too late to get a Shareholder’s agreement drafted and signed. Any business that has more than one shareholder should have a shareholder’s agreement – this includes family businesses.

If you are having a dispute with your shareholders – our shareholder dispute team can help.

Call our shareholder agreement lawyers today to help you with:

  • Reviewing Shareholder Agreements
  • Drafting Shareholder Agreements
  • Negotiating Shareholder Agreements
  • Shareholder disputes

Intellectual Property Lawyers

Our Intellectual Property Lawyers specialise in intellectual property for small to medium businesses. We approach intellectual property from a common sense, business-focused perspective. We can help you identify the intellectual property assets your business has, and which ones are worth protecting. We can then help you identify the most cost effective intellectual property solutions.

Failing to protect your important intellectual property assets can cause expensive and stressful situations later on. Properly protected intellectual property can raise the value of your business for sale, increase your ability to attain finance to grow and helps establish your brand identity, and prevent competitors from encroaching on the goodwill you have developed.

Once we’ve protected your intellectual property assets, we can also assist you with Licencing Agreements. And if you find someone has been infringing your intellectual property, our Intellectual Property Disputes Team can help you resolve those disputes.

Our Intellectual Property Lawyers can help you with:

  • Trademark registration (to protect brands, identity and logos)
  • Trademark disputes
  • Company name registration
  • Registered Designs / Design Registration (to protect product appearance)
  • Copyright advice (to protect original works)
  • Legal protection of confidential information / Confidentiality Agreements
  • Licencing
  • Claims of Passing Off
  • Domain name registration and domain name protection
  • Website terms and conditions and privacy statements
  • Intellectual property licensing agreements
  • Intellectual property dispute litigation


  • Purchase or start-up finance
  • GSA (General security agreement)
  • PPSR (Personal property securities register)
  • Finance and securities documentation
  • Refinancing
  • Debt collection
  • Voluntary winding up and liquidation

Charitable Trusts/Not For Profit

  • Trust deeds and incorporation
  • Setting up a charitable trust
  • Becoming a registered charity
  • Governance
  • Trustees

Tax Law

Our tax lawyers are specialists in taxation for small to medium businesses and high net worth individuals. We can provide you with advice on all income tax planning, property tax issues, tax issues with estates and trusts and any other issues regarding income tax and GST.

Tax law is often a highly technical area where timely and specialist advice can be particularly effective. For example, where your situation conflicts with or is not covered by an existing Inland Revenue interpretation statement we can help you get certainty on your tax situation by applying for a binding ruling which limits Inland Revenue to their ruling on your situation.

As well as providing expert advice on tax planning our dispute resolution team can help smooth out the disputes process by representing you or negotiating for you if you find yourself involved in a dispute with Inland Revenue.

Our tax law specialists can help you with:

  • Tax planning
  • Legal opinions about tax
  • IRD Tax disputes
  • IRD Debt Negotiations
  • IRD Binding Ruling Applications
  • Property tax
  • Income Tax
  • Trust tax issues
  • GST Issues
  • Notices of Proposed Adjustment
  • Notices of Response

NZ Resident Director Services

It is a requirement for international entities setting up a New Zealand company to comply with all New Zealand business laws, including appointing a local NZ resident director. This can become a barrier for overseas-resident owners/investors looking to incorporate a company in New Zealand. Due to heavy exposure to personal liability company directors in New Zealand have, it can be difficult to find a New Zealand resident with the required skills who is willing to take on this role.

Smith and Partners provides international clients with a reliable and fast-tracked pathway to registering a company in New Zealand, and ongoing NZ resident directorship services.

Why choose Smith and Partners to provide your NZ resident director services?
While any person resident in New Zealand could theoretically fulfil the NZ resident director’s role, there are many advantages in appointing a senior commercial lawyer with extensive board and corporate government experience.

Smith and Partners has local knowledge of how to work within New Zealand laws and regulations. We can also facilitate introductions to decision makers and elected representatives and assist with identifying accountants and other service providers to make up the professional team that is required.

The responsibilities of Directors under New Zealand law are very clearly defined and include significant obligations and liabilities. All company directors are required to be active participants in day to day governance.

Setting up a Deed of Appointment
Before agreeing to become your NZ Resident Director, Smith and Partners will undertake due diligence. This will allow us to ensure the requirements of the Overseas Investment Act are satisfied, and that all anti-money laundering legislation and any other statutory requirements are complied with.

On satisfaction of our due diligence, we will:

  • tailor a Deed of Appointment clarifying roles and responsibilities
  • draft and finalise the Constitution of the NZ company
  • prepare a shareholders agreement
  • make sure that all the legal requirements to register your company are completed

As your NZ Resident Director, Smith and Partners will advise on:

  • The establishment of a business plan and strategic plan, and the regular review of the performance of the company against them;
  • The appointment of a firm of accountants to supervise the establishment of financial and management accounting systems and the production of monthly reporting and filing of all income tax and GST (sales tax) returns;
  • The appointment of senior management answerable to the New Zealand Director or board of directors;
  • Development of company policies for: audit and risk profiling for the NZ Company; employment; health and safety; privacy; and other regulatory compliance dependent on the industry the NZ Company operates in; and
  • Regular review of the performance of the NZ Company against the policies and plans.
  • Compliance with New Zealand’s Anti Money-Laundering legislation.

The fees for this service will depend on the size and complexity of the company and the risks associated with the industry in which you operate. Due diligence is covered by a standard fixed fee. Upon completing due diligence, we will discuss the scope of services and provide a detailed fee structure before preparing the Deed of Appointment.
Typically the range of fees for establishing a New Zealand registered company with a professional resident director is between $20,000 - $40,000.


Initial fees:
includes due diligence on proposed NZ Company and ultimate holding company, statutory compliance including satisfying our obligations under AML/CFT and Overseas Investment Agency legislation, the appointment of company accountant, Executive team, and review of strategic and business plans.

 $15,000 (one-off)

plus GST, office expenses and disbursements
Payable upon satisfaction of preliminary exchange of initial requirements for each party.

Legal/Implementation fees:
including, but not limited to, drafting of Deed of Appointment of NZ Director, review and drafting of amendments to Shareholders’ Agreement and Constitution, and all statutory consenting and companies office filings including incorporation as necessary.
 $5,000 – $20,000
plus GST, office expenses and disbursements
Depending on work involved.
Insurance fee:
To cover Directors’ and Officers’ insurance premiums. 
$1200 - $5000 (annual fee)
plus GST
Depending on amount of cover and annual turnover.
Ongoing NZ Director’s fees:
Review of company performance against budget, strategic and business plans. Reporting back to overseas domiciled shareholders.
$2,000 – $8,000 per month
plus GST, office and general expenses
Depending on work involved.


Additional assistance and expertise

In addition to NZ resident director services, we can also assist your company to negotiate commercial contracts, facilitate property purchase and commercial agreements and to generally deal with New Zealand regulations.

We can assist with:

  • Overseas Investment Office requirements
  • Commerce Commission compliance
  • Negotiating and drafting commercial contracts
  • Commercial Leases and/or commercial property purchases
  • Fair Trading Act
  • Competition Law
  • Advertising Law
  • Health and Safety Law
  • Employment Law
  • Food Safety Law
  • Resource Consents & Building Consents
  • Dangerous goods regulations
  • Import regulations and paperwork
  • Intellectual property

Business Law EXPERTS
Carolyn RansonHead
Carolyn Ranson
p. +64 9 837 6891
Peter SmithHead
Peter Smith
p. +64 9 837 6882
Dawn FullamHead
Dawn Fullam
Legal Executives
p. +64 9 837 6833
Wendy AlexanderHead
Wendy Alexander
p. +64 9 837 6844
Wade HansenHEad
Wade Hansen
p. +64 9 837 6885
bret head
Bret Gower
p. 09 837 6893