Video | Agriculture | Confidence | Economy | Energy | Employment | Finance | Media | Property | RBNZ | Science | SOEs | Tax | Technology | Telecoms | Tourism | Transport | Search


Fraudulent Roofing Contractor Sam Oliver Spence Imprisoned For Breaches Of Company & Insolvency Laws

On 5 May 2020, Sam Oliver Spence, a roofing contractor who operated predominantly in the Auckland region, was sentenced in the Auckland District Court to five years and six months imprisonment on 11 charges filed under the Companies Act 1993 and Insolvency Act 2006.

This is the first prosecution in New Zealand for serious breach of director’s duties under s 138A of the Companies Act, and also includes breaches of the Companies Act phoenix trading provisions.

The judge considered that a sentence below the maximum sentence of five years imprisonment available for any one charge would not reflect the seriousness of Mr Spence’s offending, which he described as prolonged and systemic and with a calculated criminal aspect.

Between 2011 and 2018 Mr Spence was the director of, or involved in the management of, several roofing companies which operated under the trade name “Compass Roofing”, including Compass Roofing Ltd, Compass Group Ltd and Caspian Engineering Ltd.

Through his mismanagement of these companies, Mr Spence caused significant losses to the companies themselves, totalling over $1,000,000. He also caused losses of over $1,000,000 to creditors, including the Inland Revenue Department through unpaid tax, as well as to customers, some of whom paid thousands of dollars for work which was never done or done in a defective manner.

Mr Spence managed the various Compass Roofing entities until they incurred significant debt and became insolvent. He would then place the company into liquidation, but before the liquidator took control, he would transfer the assets to a new company at a significant undervalue and divert money the company received in order to continue trading under the Compass Roofing brand, thereby engaging in phoenix company offending.

Mr Spence was adjudicated bankrupt in February 2018, meaning that he could not be a director of, or take part in, the management of a company without the consent of the Official Assignee. To avoid this restriction Mr Spence’s de facto partner Jessica Brechelt became the named director and the face of the various Compass Roofing entities. However, in this role she permitted Mr Spence to continue managing the business under the guise of being employed as a quantity surveyor.

For her role in this offending, Ms Brechelt was sentenced in the Auckland District Court on 16 January 2020 to 6 months community detention, 150 hours community work and 12 months supervision on charges of being a director of a phoenix company. This included for aiding or abetting Mr Spence to take part in the management of a phoenix company, and aiding or abetting Mr Spence to take part in the management of a business whilst bankrupt.

Once his financial mismanagement had come to light, Mr Spence refused to comply with both the liquidators and the Official Assignee. He failed to provide the liquidators with the books and records of the liquidated companies, failed to provide a statement of affairs setting out his financial position to the Official Assignee, and misled the Official Assignee. His non-compliance was further aggravated by the racist, sexual and homophobic abuse which he directed towards the liquidator.

His abusive behaviour continued throughout 2018, with threats being directed towards elderly and vulnerable customers, creditors and other people whom Mr Spence came into contact with during the course of his management of Compass Roofing.

“Mr Spence has persistently breached his obligations and responsibilities as a director, and then as a bankrupt. He has caused real harm in the community, including to vulnerable consumers. The sentence he has received, which follows a thorough investigation by MBIE’s Integrity and Enforcement team, provides an emphatic message that this type of financial mismanagement and fraudulent conduct will not be tolerated,” says Registrar of Companies and Official Assignee, Ross van der Schyff.

Mr Spence is still to be sentenced on charges of attempting to pervert the course of justice and forgery. These charges arose from a fraudulent statement which Mr Spence filed with the Court in an attempt to secure his continued bail whilst the Companies and Insolvency Act charges were before the Court.

Mr Spence remains an undischarged bankrupt, and following his conviction is automatically disqualified from being a director or promoter of, or taking part in the management of a company for a period of five years.


Mr Spence was convicted of the following offences:

· Serious breach of director’s duties (x 2) – Companies Act 1993, s 138A;

· Taking part in the management of a phoenix company (x 2) – Companies Act 1993, s 386A;

· Being a director of a phoenix company – Companies Act 1993, s 386A;

· Failing to file a statement of affairs – Insolvency Act 2006, ss 67 and 433;

· Misleading the official assignee – Insolvency Act 2006, s 440;

· Failing to comply with a s 261 notice (x 2) – Companies Act 1993, s 261; and

· Taking part in the management of a company whilst bankrupt (x 2) – Insolvency Act 2006, ss 149 and 436.

© Scoop Media

Business Headlines | Sci-Tech Headlines


National: National Backs Businesses With $10k JobStart

National will provide a $10,000 cash payment to businesses that hire additional staff as part of our commitment to keeping New Zealanders in jobs, National Party Leader Todd Muller and Finance spokesperson Paul Goldsmith have announced. Our JobStart ... More>>


DIY Law: Government Exempts Some Home Improvements From Costly Consents

Homeowners, builders and DIYers will soon have an easier time making basic home improvements as the Government scraps the need for consents for low-risk building work such as sleep-outs, sheds and carports – allowing the construction sector ... More>>


Media Awards: The New Zealand Herald Named Newspaper Of The Year, Website Of The Year At Voyager Media Awards

The New Zealand Herald has been labelled a “powerhouse news operation” as it claims the two biggest prizes – Newspaper of the Year and Website of the Year – along with many individual awards at the 2020 Voyager Media Awards Website of the ... More>>


ASB Bank: ASB Takes The Lead Again With New Low Home Loan Interest Rate

ASB has moved again to support its customers, cutting a number of home loan rates, including the two-year special rate to a new low of 2.69% p.a. Craig Sims, ASB executive general manager Retail Banking says the reduced rate will be welcome news for many ... More>>


Nathan Hoturoa Gray: The Problems With Testing And Case Statistics For Covid-19

To begin to understand disease transmission in a country requires adequate testing of your population with properly vetted, accurate tests. As the world struggles to find what 'adequate percentage' of the population is necessary, (estimates predict ... More>>


RNZ: Fletcher Building To Lay Off 1000 Staff In New Zealand

The construction company will cut around 10 percent of its workforce as it struggles with the fallout from Covid-19. More>>


Can Pay, Won't Pay: Cashflow Moves Urged

Government Ministers are asking significant private enterprises to adopt prompt payment practices in line with the state sector, as a way to improve cashflow for small businesses. More>>


Gordon Campbell: On Why We Should Legally Protect The Right To Work From Home

For understandable reasons, the media messaging around Level Two has been all about “freedom” and “celebration”, but this is not necessarily going to be a universal experience. When it comes to workplace relations, Level Two is just as likely to ... More>>


Auckland Airport: Thousands Of Kiwis Travelling For Queen’s Birthday Weekend

Confidence in domestic travel is beginning to steadily ramp up, with thousands of Kiwis travelling within New Zealand for Queen’s Birthday.
Nearly 400 flights will be operating to and from Auckland Airport over the long weekend... More>>


Science Media Centre: Understanding 5G Concerns – Expert Q&A

Recent attacks on cell phone towers have brought concerns over the rollout of 5G technology into sharp relief.
While scientific research has consistently shown that the technology does not adversely affect human health, public concerns about its impact have spread around the world, fueled in part by growing misinformation online. The SMC asked experts to comment... More>>


Trade: Record Monthly Surplus As Imports Dive

Imports in April 2020 had their biggest fall since October 2009, resulting in a monthly trade surplus of $1.3 billion, Stats NZ said today. “This is the largest monthly trade surplus on record and the annual goods trade deficit is the lowest ... More>>


Media Blues: Stuff Chief Executive Buys Company For $1

Stuff chief executive Sinead Boucher has purchased Stuff from its Australian owners Nine Entertainment for $1.
The chief executive was returning the company to New Zealand ownership, with the sale is expected to be completed by 31 May.
"Our plan is to transition the ownership of Stuff to give staff a direct stake in the business as shareholders," Boucher said in a statement.... More>>


RNZ: Bar Reopening Night 'much, Much Quieter'

Pubs and bars are reporting a sluggish first day back after the lockdown, with the fear of going out, or perhaps the joy of staying home, thought to be a reason for the low numbers. More>>


Stats NZ: New Zealand’s Population Passes 5 Million

New Zealand's resident population provisionally reached 5 million in March 2020, Stats NZ said today. More>>

NIWA: Seven Weeks Of Clearing The Air Provides Huge Benefits: Scientist

Seven weeks of lockdown has provided evidence of how pollution can vanish overnight with benefits for the environment and individuals, says NIWA air quality scientist Dr Ian Longley. Dr Longley has been monitoring air quality in Auckland, Wellington ... More>>


Government: Milestone In Cash Flow Support To SMEs

A significant package of tax reforms will be pushed through all stages in Parliament today to throw a cash flow lifeline to small businesses. More>>