Partnership Act 1908

Before its repeal, this Act was administered by: Ministry of Business, Innovation, and Employment

repealed
Partnership Act 1908: repealed, on 21 April 2020, by section 85 of the Partnership Law Act 2019 (2019 No 53).

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Reprint as at 21 April 2020

Partnership Act 1908

Public Act		1908 No 139
Date of assent		4 August 1908
Commencement		4 August 1908

Partnership Act 1908: repealed, on 21 April 2020, by section 85 of the Partnership Law Act 2019 (2019 No 53).

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.

This Act is administered by the Ministry of Business, Innovation, and Employment.

	Title
1	Short Title
2	Interpretation
3	Saving for rules of equity and common law
	Part 1 The general law relating to partners
	Nature of partnership
4	Definition of partnership
5	Rules for determining existence of partnership
6	Postponement of rights of person lending or selling in consideration of share of profits in case of bankruptcy
7	Meaning of firm
	Relations of partners to persons dealing with them
8	Power of partner to bind the firm
9	Partners bound by acts on behalf of firm
10	Partner using credit of firm for private purposes
11	Effect of notice that firm will not be bound by acts of partner
12	Liability of partners
13	Liability of the firm for wrongs
14	Misapplication of money or property received for or in custody of the firm
15	Liability for wrongs, joint and several
16	Improper employment of trust property for partnership purposes
17	Persons liable by holding out
18	Admissions and representations of partners
19	Notice to acting partner to be notice to the firm
20	Liabilities of incoming and outgoing partners
21	Revocation of continuing guaranty by change in firm
	Relations of partners to one another
22	Variation by consent of terms of partnership
23	Partnership property
24	Property bought with partnership money
25	Conversion into personal estate of land held as partnership property
26	Procedure against partnership property for a partner’s separate judgment debt
27	Rules as to interests and duties of partners subject to special agreement
28	Expulsion of partner
29	Retirement from partnership at will
30	Where partnership for term is continued over, continuance on old terms presumed
31	Duty of partners to render accounts, etc
32	Accountability of partners for private profits
33	Duty of partner not to compete with firm
34	Rights of assignee of share in partnership
	Financial reporting
34A	Non-application of provisions if alternative financial reporting duties under financial markets legislation
34B	Accounting records
34C	Financial statements must be prepared
34D	Interpretation for purposes of financial reporting provisions
34E	Financial statements must be audited
34F	Audit must be carried out in accordance with auditing and assurance standards
34G	Financial reporting offences
34H	Partnerships may opt out of audit requirement
	Dissolution of partnership and its consequences
35	Dissolution by expiration or notice
36	Dissolution by death, bankruptcy, or charge
37	Dissolution by illegality of partnership
38	Dissolution by the court
39	Rights of persons dealing with firm against apparent members of firm
40	Right of partners to notify dissolution
41	Continuing authority of partners for purposes of winding up
42	Rights of partners as to application of partnership property
43	Apportionment of premium where partnership prematurely dissolved
44	Rights where partnership dissolved for fraud or misrepresentation
45	Right of outgoing partner in certain cases to share profits made after dissolution
46	Retiring or deceased partner’s share to be a debt
47	Rule for distribution of assets on final settlement of accounts
	Part 2 Special partnerships [Repealed]
48	Part 1 not to affect special partnerships [Repealed]
49	Special partnerships may be formed, except for banking and insurance [Repealed]
50	General and special partners, and their liabilities [Repealed]
51	Certificates to be signed by the partners, specifying names, capital, etc [Repealed]
52	Style of partnership [Repealed]
53	When a special partner shall be deemed a general partner [Repealed]
54	Certificates to be acknowledged and registered [Repealed]
55	If false statement in certificate, all partners to be liable as general partners [Repealed]
56	Copy of certificate to be published [Repealed]
57	Duration of partnerships prescribed [Repealed]
58	Certificate to be signed on renewal [Repealed]
59	Capital stock not to be withdrawn, etc [Repealed]
60	Special partners liable to refund capital withdrawn in certain cases [Repealed]
61	Suits to be by and against general partners [Repealed]
62	Dissolution, how effected [Repealed]
63	Cases not specially provided for [Repealed]
64	Accounting [Repealed]
65	Frauds by partners [Repealed]
66	Books of account to be kept, and to be open to inspection [Repealed]
67	As to liability of special partners if books not kept or incorrectly kept [Repealed]
	Schedule Enactments consolidated
	Limited Partnerships Act 2008
	Financial Reporting (Amendments to Other Enactments) Act 2013
	Reprint notes

An Act to consolidate certain enactments of the Parliament of New Zealand relating to the law of partnership

Title: amended, on 1 January 1987, pursuant to section 29(2) of the Constitution Act 1986 (1986 No 114).

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Partnership Act 1908

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