New Zealand Law
Have New Zealand Law Questions? Ask a Lawyer Online.
You will need to look at the shareholders agreement and the articles of the company to see what happens where consensus cannot be reached. Usually in a small company, where shares are sold they must first be offered to existing shareholders, but if they decline then the right to sell to others is available. But the right to veto like this, should come with an alternative where they dont approve of your purchaser. If the agreements are silent, you can still transfer the shares under secion 86 of the Companies Act but this would likely get difficult because they may not permit this person to use the land and it could get messy. An alternative may be to ask the shareholders to enter into mediation with you, at which the issues could be openly discussed and your options discussed
Is mediation an option? In that you can explain the problems which you will have if you cannot sell, as well as further discussing why your purchaser is not acceptable to them.
The Companies Act does not provide any remedies. In certain exceptional cases a forced purchase can be made but it doesn't apply to your situation. A well drafted shareholders agreement should provide for this but I assume yours does not. It is not an unusual situation, but I guess when the rules were set up for your company no one thought about the possibility of your situation. I would suggest remedies if you had them.
So if consensus cannot be reached this clause applies
"For an ordinary meeting the fundamental decision making process shall be via 'consensus' of all the shareholders attending the meeting. If consensus cannot be reached at the meeting a further meeting will be held to try and resolve issues in order to reach consensus. If consensus still cannot be reached the decision can be deferred to a Resolution Meeting. At the resolution meeting a vote by directors shall be taken. A majority of 80% of the directors or voting shareholders as defined under B) & C) above, shall be required to pass a decision."
So you need to push this to a resolution meeting
But if you dont get the majority, then you have a problem