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  • repealed
  • Partnership Act 1908: repealed, on 21 April 2020, by section 85 of the Partnership Law Act 2019 (2019 No 53).

Reprint as at 21 April 2020

Coat of Arms of New Zealand

Partnership Act 1908

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

Partnership Act 1908: repealed, on 21 April 2020, by section 85 of the Partnership Law Act 2019 (2019 No 53).


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.


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