New Zealand Legislation: Acts
Acts are laws made by Parliament
Reprint as at 1 May 2011
| Public Act | 2008 No 1 |
| Date of assent | 13 March 2008 |
| Commencement | see section 2 |
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.
This Act is administered by the Ministry of Economic Development.
7 Formation and duration of limited partnership
8 Requirements for limited partnership
10 Contents of partnership agreement
11 Limited partnership is separate legal person
13 Partnership agreement may restrict capacity and powers
15 Dealings between limited partnership and other persons
Partners in limited partnership
21 When person becomes general partner
22 When person becomes limited partner
23 Restriction on limited partner as party to limited partnership proceeding
25 Debts and liabilities of limited partnership include overseas-connected debts and liabilities
26 Joint and several liability of general partner for debts and liabilities
27 Joint and several liability of general partner for omission or wrong
28 Limitations on general partner’s liability
29 Obligation imposed on general partner under this Act
30 Liability of limited partner who takes part in management of limited partnership
31 Liability of limited partner who does not take part in management of limited partnership
Name of limited partnership or overseas limited partnership
32 Name of limited partnership must include words limited partnership
33 Liability if name of limited partnership incorrectly stated
34 Registrar may object to name
Capital contribution and partnership interest
40 Distribution must be authorised
41 Distribution must not be authorised unless limited partnership solvent
43 Liability of general partner to repay unauthorised distribution
44 Liability of partner to repay distribution
45 Defence of partial solvency
46 Limited partner not agent of limited partnership, general partner, or limited partner
47 General partner is agent of limited partnership
48 Notice to general partner is notice to limited partnership
49 General partner’s fiduciary obligations
50 Fiduciary obligations of limited partner excluded
51 Registration by entry in register
52 Application for registration
53 Certificate of registration
Registers of limited partnerships
56 Certified copy of information on registers
58 Registrar must update register
59 General partners must notify Registrar of any change in limited partnership details
60 General partners must send written consent of new general partner to Registrar
61 Rectification or correction of register
63 Registrar may note inactivity on register
66 When search breaches information privacy principle
68 Change of registered office
69 Requirement to change registered office
71 Change of address for service
72 Rectification or correction of address for service
74 Records of limited partnership
75 Obligation to prepare financial statements
77 Registrar may alter register to conform with address contained in annual return
Registrar’s powers of inspection
78 Registrar’s powers of inspection
79 Disclosure of information and reports
80 Inspector’s report admissible in liquidation proceedings
81 Exercise of powers under section 78 not affected by appeal
83 Costs of derivative action to be met by limited partnership
84 Powers of Court where leave granted
85 Compromise, settlement or withdrawal of derivative action
Terminating events, liquidation, and deregistration
87 Continuing authority of general partners continues after terminating event
88 Liquidation following terminating event
89 Court may appoint liquidator
90 Grounds for Court appointment of liquidator
91 Meaning of inability to pay debts
92 Application of Companies Act 1993
93 Power of liquidator to enforce liabilities
94 Actions stayed on liquidation
95 Distribution of surplus assets on liquidation
96 When Registrar must deregister limited partnership
98 Deregistration on application of partners
99 Other provisions of Companies Act 1993 apply to deregistration of limited partnership
100 Part 15A of Companies Act 1993 applies to limited partnership
101 Restoration to register of limited partnerships
102 When limited partnership restored to register
103 Appeals from Registrar’s decisions
Part 3
Overseas limited partnerships
104 Overseas limited partnership must register
105 Meaning of carrying on business
106 Validity of transactions not affected
107 Application for registration
108 Registration of overseas limited partnership
109 Use of name by overseas limited partnership
110 Notification of changes relating to overseas limited partnership
111 Rectification or correction of name or address of person authorised to accept service
112 Annual return of overseas limited partnership
113 Overseas limited partnership ceasing to carry on business in New Zealand
114 Liquidation of overseas limited partnership
115 Confidentiality of limited partner information
117 Part 2 of Partnership Act 1908 repealed
119 Companies Act 1993 amended
121 Other consequential amendments
122 Transitional provision for special partnerships
Schedule
Activities that do not constitute taking part in management of limited partnership
