Limited Partnerships Regulations 2008

Reprint
as at 1 September 2014

Coat of Arms of New Zealand

Limited Partnerships Regulations 2008

(SR 2008/93)

Anand Satyanand, Governor-General

Order in Council

At Wellington this 31st day of March 2008  

Present:
His Excellency the Governor-General in Council


Note

Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this official reprint.

Note 4 at the end of this reprint provides a list of the amendments incorporated.

These regulations are administered by the Ministry of Business, Innovation, and Employment.


Pursuant to section 116 of the Limited Partnerships Act 2008, His Excellency the Governor-General, acting on the advice and with the consent of the Executive Council, makes the following regulations.

Regulations

1 Title
  • These regulations are the Limited Partnerships Regulations 2008.

2 Commencement
  • These regulations come into force on 2 May 2008.

3 Interpretation
  • In these regulations, unless the context otherwise requires,—

    details of the partner or partners means,—

    • (a) in the case of a partner who is an individual, his or her full name, date and place of birth, and residential address:

    • (b) in the case of a partner that is a body corporate, its name, incorporation or registration number (if any), the address of its registered office, and its address for service:

    • (c) in the case of a partner that is a partnership governed by the Partnership Act 1908,—

      • (i) the name of the partnership; and

      • (ii) its address for service; and

      • (iii) its postal and email addresses; and

      • (iv) the names and residential addresses of each of the partners who are individuals; and

      • (v) the names and postal addresses of each of the partners who are not individuals

    • (d) in the case of a partner that is an unincorporated overseas limited partnership,—

      • (i) the name of the overseas limited partnership; and

      • (ii) its address for service; and

      • (iii) its postal and email addresses; and

      • (iv) the names and residential addresses of each of the general partners who are individuals; and

      • (v) the names and postal addresses of each of the general partners who are not individuals

    details of the person completing the form, annual return, or request, as the case may be, means that person's—

    • (a) full name; and

    • (b) telephone and facsimile numbers; and

    • (c) postal and email addresses.

    Regulation 3 details of the partner or partners paragraph (a): replaced, on 1 September 2014, by regulation 4 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

4 Application for registration of limited partnership
  • An application for the registration of a limited partnership must take the form of an application containing the following information:

    • (a) the proposed name of the limited partnership:

    • (b) the address of its registered office:

    • (c) its address for service:

    • (d) the details of the partners:

    • (da) in relation to every proposed general partner who is an individual and who resides in an enforcement country,—

      • (i) whether the individual is the director of any company registered (except as the equivalent of an overseas company) in that country; and

      • (ii) if so, that company’s—

        • (A) registered name; and

        • (B) registration number or other unique identifier; and

        • (C) registered office or, if there is no registered office required by law, the company’s address for service:

    • (db) for every proposed general partner that is a company, limited partnership, or partnership governed by the Partnership Act 1908, the full name, date and place of birth, and residential address of every director, general partner, or partner of that company, limited partnership, or partnership:

    • (dc) for every individual referred to in paragraph (db) who resides in an enforcement country,—

      • (i) whether the individual is the director of any company registered (except as the equivalent of an overseas company) in that country; and

      • (ii) if so, that company’s—

        • (A) registered name; and

        • (B) registration number or other unique identifier; and

        • (C) registered office or, if there is no registered office required by law, the company’s address for service:

    • (e) its postal and email addresses:

    • (f) the details of the person completing the form.

    Regulation 4(da): inserted, on 1 September 2014, by regulation 5 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

    Regulation 4(db): inserted, on 1 September 2014, by regulation 5 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

    Regulation 4(dc): inserted, on 1 September 2014, by regulation 5 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

5 Application for registration of overseas limited partnership
  • An application for the registration of an overseas limited partnership must take the form of an application containing the following information:

    • (a) the proposed name of the overseas limited partnership:

    • (b) the address of its registered office:

    • (c) its postal and email addresses:

    • (d) the country in which the overseas limited partnership is formed or incorporated:

    • (e) the date on which the overseas limited partnership commenced to carry on business in New Zealand:

    • (f) the details of the partners who are general partners, except, in the case of individuals, their dates and places of birth:

    • (g) the address of the overseas limited partnership's place of business or principal place of business in New Zealand:

    • (h) the name and address of 1 or more persons resident or incorporated in New Zealand who are authorised to accept service in New Zealand of documents on behalf of the overseas limited partnership:

    • (i) the details of the person completing the form.

    Regulation 5(f): amended, on 1 September 2014, by regulation 6 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

6 Notice to Registrar of change in limited partnership or overseas limited partnership details
  • (1) A notice to the Registrar of any change in any of the details entered in a register in relation to a limited partnership or an overseas limited partnership must take the form of a notice containing the following information:

    • (a) the name of the limited partnership or overseas limited partnership:

    • (b) its registration number:

    • (c) the change in the limited partnership or overseas limited partnership details:

    • (d) the date from which the change has taken, or will take, effect:

    • (e) the details of the person completing the form.

    (2) The notice must be signed by or on behalf of the limited partnership or overseas limited partnership.

7 Consent of new general partner
  • The written consent of a new general partner to becoming a new general partner in a limited partnership must take the form of a consent that—

    • (a) contains the details of the partner; and

    • (b) is dated; and

    • (c) is signed by or on behalf of the partner.

8 Annual return of overseas limited partnership
  • (1) The annual return of an overseas limited partnership must take the form of a return that contains the following information:

    • (a) the name of the overseas limited partnership:

    • (b) its registration number:

    • (c) its postal and email addresses:

    • (d) the details of the partners who are general partners except, in the case of individuals, their dates and places of birth:

    • (e) the details of the partners who have ceased to be general partners since the last annual return except, in the case of individuals, their date of birth:

    • (f) the address of the overseas limited partnership's place of business or principal place of business in New Zealand:

    • (g) the name and address of 1 or more persons resident or incorporated in New Zealand who are authorised to accept service in New Zealand of documents on behalf of the overseas limited partnership:

    • (h) the details of the person completing the annual return.

    (2) The annual return must be signed by a general partner of the overseas limited partnership or by a lawyer or chartered accountant authorised for that purpose.

    Regulation 8(d): amended, on 1 September 2014, by regulation 7 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

9 Request for deregistration
  • (1) A request for the deregistration of a limited partnership must take the form of a request that contains the following information:

    • (a) the name of the limited partnership:

    • (b) its registration number:

    • (c) the grounds for the deregistration of the limited partnership:

    • (d) the details of the person completing the request.

    (2) The request must be signed by the person making the request.

10 Notice to Registrar that overseas limited partnership will cease to carry on business in New Zealand
  • (1) A notice to the Registrar stating the date on which an overseas limited partnership will cease to carry on business in New Zealand must take the form of a notice containing the following information:

    • (a) the name of the overseas limited partnership:

    • (b) its registered number:

    • (c) the date on which it gave public notice in accordance with section 113(1)(a) of the Act:

    • (d) the date on which it will cease to carry on business in New Zealand:

    • (e) the details of the person completing the form.

    (2) The notice must be signed by or on behalf of the overseas limited partnership.

11 Fees
  • (1) The fee for an application for the registration of a limited partnership or an overseas limited partnership is $250 inclusive of goods and services tax.

    (2) The fee for a certified copy of information on a register is $25 inclusive of goods and services tax.

    (3) Without limiting the ways in which a fee set by this regulation may be paid, a fee may be paid in any of the following ways:

    • (a) by cash:

    • (b) by cheque:

    • (c) by a credit card that is acceptable to the Registrar:

    • (d) by direct debit from an account held with a financial institution in New Zealand.

    Regulation 11(1): amended, on 1 August 2012, by regulation 4 of the Limited Partnerships Amendment Regulations 2012 (SR 2012/125).

12 Registrar may refuse access to register or suspend its operation
  • The Registrar may refuse access to a register or suspend its operation for any of the following reasons:

    • (a) for the maintenance of the register:

    • (b) technical difficulties in the maintenance or operation of the register:

    • (c) to ensure the security or integrity of the register.

13 Enforcement countries
  • The Commonwealth of Australia is an enforcement country for the purpose of section 8(4) of the Act.

    Regulation 13: inserted, on 1 September 2014, by regulation 8 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

14 Prescribed countries
  • The Commonwealth of Australia is a prescribed country for the purpose of section 19A(2)(g) and (h) of the Act.

    Regulation 14: inserted, on 1 September 2014, by regulation 8 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

Diane Morcom,
Clerk of the Executive Council.


Issued under the authority of the Legislation Act 2012.

Date of notification in Gazette: 3 April 2008.


Reprints notes
1 General
  • This is a reprint of the Limited Partnerships Regulations 2008 that incorporates all the amendments to that Act as at the date of the last amendment to it.

2 Legal status
  • Reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by any amendments to that enactment. Section 18 of the Legislation Act 2012 provides that this reprint, published in electronic form, has the status of an official version under section 17 of that Act. A printed version of the reprint produced directly from this official electronic version also has official status.

3 Editorial and format changes
4 Amendments incorporated in this reprint