Starting a new business venture with other people can be a very exciting time, filled with good intentions, optimism and possibilities. It is also the perfect time to get your foundation or constitutional documents in order. Whether this is a shareholder’s agreement, a partnership agreement, a joint venture agreement or otherwise, the best time to get these foundation or constitutional type of documents prepared is right at the beginning of your business venture and the next best time is right now!
These foundation documents generally set out how the parties are going to work together, how decisions will be made and how the rewards are to be shared. These documents can also cover what happens when the parties cannot agree or if one party wants to exit the arrangement. By their very nature, these documents are best prepared when everyone is happy and things are going well – as it can be difficult to sort out these issues when things are not going well.
At Horsley Christie, we have one of the largest and most experienced commercial and property teams in Whanganui. We can help you to construct and shape these foundation documents to suit your individual needs. A lot of potential problems can be avoided with good planning and good systems. Well-crafted foundation or constitutional documents help set the respective parties expectations and will go a long way to manage those expectations going forward to ensure the parties remain on the same page.
Turning to the contents of the documents, there are a range of matters to consider, including but not limited to the following:
– How will the business operate?
– How will decisions be made? And how will they be recorded?
– How will funding be arranged?
– How will distributions be calculated? And when will they be paid?
– What are the parties obligations to the business?
– What are the parties obligations to each other?
– When can one party bind the business or the other party?
– What happens if the parties cannot reach an agreement?
– What happens if one party wants to exit? Or you want to introduce another party?
– Will both parties do the same amount work or contribute the same amount of capital? And if not, how will you value the reward for effort and the reward for investment?
While some of these issues can be difficult to raise and perhaps uncomfortable to talk about at the beginning of your business venture, it is absolutely in your interest to still have that discussion. In our experience, those conversations are best had at the outset and do not get any easier if the parties are starting to disagree.
If you already have these documents in place, that is a good start but it is not the end of the matter. It is still really important that you regularly read and review these documents to ensure they are still appropriate, that they still reflect how you are actually carrying on your business and that they are compliant with any relevant legislation.
Your foundation and constitutional documents need to be living documents that are capable of growth, adapting to changes in law and to changes in the way you operate your business. Regular reviews with quality legal advice will ensure your business has solid foundations to help support future success!
If you have any questions regarding any of the above or if you would like an appointment to discuss setting up your own foundation documents or to review your existing documents, please telephone the Horsley Christie Lawyers for an appointment 06 349 0090 or email miken@horlseychristie.co.nz
Mike Neil LLB
PARTNER
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