companies register
Muse Eatery Catering Limited Samuel North liquidators first report
February 27, 2018 | 
Author 
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 .
Posted in 
Muse on Allen Limited a lesson on share holder agreements and Independent & competent lawyers
To
day 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…
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 a
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.
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 .