companies register

Muse Eatery Catering Limited Samuel North liquidators first report

The liquidators first report has been released  for catering limited the company which ran Muse eatery , it can be found  here 

The liquidators Palliser  were appointed  by resolution of the shareholder.  The shareholder HANIA TRUSTEE (CATERING) LIMITED 

is a trust into which  Samuel North transferred his assets  and his  share holding  in catering limited   22 April 2016  .

Samuel   has  done his apprenticeship in   companies and   when He was investigated  in 2015  it was revealed that he had breached some 30 companies act provisions.

But the  companies act  does not appear to be  well enforced and even    while  Samule was opperating what in our opinion ( based on a truck load of evidence )  was  a  Phoenix company.

It comes as a bit of a surprise that  the liquidator    states  that there are no assets ,    we have to  ask what was it then that was removed from the premises and captured on film .

There was a flat  deck truck belonging to Bramco   and  another truck    belonging to castle  parcels  DDF 834 

and  at least two other cars  ERQ249   and  KKF271

what did they take away thin air ?

the creditors are listed as

ASB Bank PO Box 35 Shortland Street Auckland, 1140
Carrello del Gelato PO Box 6818 Marion Square Wellington, 6141
CPC (New Zealand) Limited PO Box 90535 Victoria Street West Auckland, 1142
Deloitte Accountants 115033 Auckland, 1140
EVEVE New Zealand Limited PO Box 3992 Shortland Street Auckland, 1140
Executive Laundry WellingtonLimited 9 Sydney Street Petone Lower Hutt, 5012
Farm Fresh Distributors Limited 128d Park Road Miramar Wellington
Fish Factory Limited PO Box 68-409 Newton Auckland
Gilmours Wellington PO Box 38891 Wellington Mail Centre Wellington, 5045
Lee Fish New Zealand Limited PO Box 33077 Taka puna Auckland, 0740
Mediaworks Radio Limited PO Box 11441 Manners Street Wellington, 6142
Mediterranean Foods (WGTN) Limited Street 42 Constable Newtown Wellington, 6021                                                                                                      Nova Energy Po Box 404 Whakatane, 3158
Powershop NZ PO Box 7651 Newtown Wellington, 6242
Regional Wine and Spirits 15 Ellice Street Mount Victoria Wellington, 6011Private Bag 92
Rentokil Initial Limited 905 Onehunga Auckland, 1643
Six Barrel Soda Company PO Box 11884 Manners Street Wellington
T Leaf Limited PO Box 33139 Petone Lower Hutt, 5046
The Clareville Bakery Limited 3340 SH2 Clareville Carterton, 5713
Waste Management PO Box 204253 High brook Auckland,2161

We note that this list does not include grab one or groupon   who were still selling ” deals”  after  the doors closed

We hope that those    who attend the watershed meeting appoint their own liquidator

Liquidators have an obligation  to report   potential  breaches of legislation ,   we will be   very  happy to assist .

We hope that some one looks for the truck loads of assets  which Samuel  spirited away .

Muse on Allen Limited a lesson on share holder agreements and Independent & competent lawyers

Today  Monteck Carter chartered accountants  sent out a news letter on  Shareholders agreements

“A Shareholders’ Agreement is a contract between the shareholders of a company. Without one, you risk a dispute at some point down the track when each shareholder has a different idea of who can do what, when they can do it, how it is done, and what was agreed at the outset. Like a pre-nuptial…

Read the whole article »

The entire fiasco with  Muse on Allen Restaurant and Bar   is a  great example as to why share holder agreements are essential and why the company should have a Lawyer who acts for and on behalf of the company ensuring that all parties have the protection which the  law  affords  them.

Two Chefs agreed to purchase an existing business  , One a relatively new immigrant  to New Zealand  had the finances to set up   a company, the other    had an ambition  too large for his  pockets which was to be the  youngest chef to be  the owner of a restaurant.

The young chefs owner   worked with their  family lawyer to  transact  matters  in the company and then they drew up their own document  which has no real basis in law  but   despite this and lack of compliance with the  document  have staunchly held  to  this grossly defective and deceptive document.

What was signed  between the so called partners of  Muse on Allen  was called  apartnering agreement partnering agreement as opposed to a Share holders agreement  There was no interdependent legal advice nor was an opportunity provided for  such advice. As a result the majority share holder had all his investment   taken from him and transferred   to the young chef Samuel North ,  contrary to the provisions of the companies act  so that    the  most cash strapped  member of this so called agreement could  claim publicly and repeatedly that  the restaurant was his own  .

A  sample copy of a share holders agreement   can be found  at this link   an unprotected version of the document is here shareholders-agreement.

As can be seen there is a massive difference  between this  document and the  ” partnering  agreement

Share holder is defined in the  companies act in section 96.  Partnership has no definition other than that  given  under the limited partnership act  and this registers partnerships.  this does not apply in this instance as this is  a limited liability company with share holders.

It is interesting to note   that the agreement  to the right is deficient   section 21 

 

It is quite clear therefore that Anabelle Torrejos Malcolm  North and Debbie North were not share holders.  they have never appeared on the  share registry, either those of the company or  as reflected on the  registrars  on line registry    therefore it  can quite safely be said that   this is not a shareholders agreement.

In this case Anabelle Torrejos, Malcolm  North and Debbie North  could not sell their shares  as they  did not hold any.  they were instead lenders   as   they loaned their funds   to the company.shae holder accounts

We are of the opinion that  this  Partnering document being held out to be a share holders agreement makes false representations  and through those false representations  those who hold this document out to be  be genuine should be looking at the provisions  of the crimes act .

We cannot emphasize enough the need for good and competent lawyers  who act in accordance with the law.  Without such  protection   companies can go entirely off the rails and  be used  contrary to the law .

It is therefore essential that any company has an impartial  Independent lawyer who ensures that all parties  comply with the law.

No one involved in a company  should sign anything  unless thy have sought independent legal advice .