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Blog
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Blog
Published: 14 May 2025
Last Updated: 18 August 2026
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When a company enters liquidation and you’re told there will be no payment on your outstanding invoice, it can feel like the end of the road. But under New Zealand law, if a company director has acted improperly, you may have legal grounds to pursue personal liability.
This guide explains how breaches of directors’ fiduciary duties can arise, what they look like in practice, and how Norling Law can help you take effective action to recover what you’re owed.
Watch our short video.
In New Zealand, company directors have clear legal obligations under the Companies Act 1993. These include:
These are known as fiduciary and statutory duties. A breach of these duties can expose directors to civil liability, and in some cases, result in removal from office or disqualification.
A common situation we encounter involves creditors left unpaid after a company’s liquidation. You may have delivered goods or services to a company, only to learn later that it was already facing severe financial difficulties at the time of the transaction.
Suppose the director continued trading despite knowing the company couldn’t meet its obligations. In that case, this may trigger liability under section 301 of the Companies Act, allowing the Court to hold them personally responsible for creditor losses.
Not every poor business decision amounts to a breach. However, the following behaviours often signal serious misconduct:
At Norling Law, we act for creditors and stakeholders seeking to hold company directors accountable. We assess whether there has been a breach of duty, and we take action when:
Our team may begin with a strategic legal letter or statutory demand. If necessary, we can proceed with liquidation applications or direct legal action against the director under section 301 of the Companies Act. We move quickly to protect your position, often resolving matters commercially without the need for extended litigation.
If you believe a director has breached their duties, don’t rely solely on the liquidator. Book a free 30-minute consultation with Norling Law to explore your options and get expert advice on the best course of action.
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Author Profile
Brent is the Director of Norling Law. He has a wealth of experience in the District Court, High Court, Court of Appeal and Supreme Court. Brent is passionate about negotiating favourable outcomes for his clients and able to implement this in his daily negotiations.
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