Limited Partnerships Act 2008

Version as at 1 June 2022

Coat of Arms of New Zealand

Limited Partnerships Act 2008

Public Act
2008 No 1
Date of assent
13 March 2008
see section 2

The Parliamentary Counsel Office has made editorial and format changes to this version using the powers under subpart 2 of Part 3 of the Legislation Act 2019.

Note 4 at the end of this version provides a list of the amendments included in it.

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


3Purpose of Act
5Act binds the Crown
6What is limited partnership
7Formation and duration of limited partnership
8Requirements for limited partnership
9Partnership agreement
10Contents of partnership agreement
11Limited partnership is separate legal person
12Capacity and powers
13Partnership agreement may restrict capacity and powers
14Validity of actions
15Dealings between limited partnership and other persons
16No constructive notice
17Method of contracting
18Who may be partner
19General partner
19AQualifications of general partners: natural persons
19BDisqualified general partner still has duties or obligations under Act
20Limited partner
21When person becomes general partner
22When person becomes limited partner
23Restriction on limited partner as party to limited partnership proceeding
24Change of partner status
25Debts and liabilities of limited partnership include overseas-connected debts and liabilities
26Joint and several liability of general partner for debts and liabilities
27Joint and several liability of general partner for omission or wrong
28Limitations on general partner’s liability
29Obligation imposed on general partner under this Act
30Liability of limited partner who takes part in management of limited partnership
31Liability of limited partner who does not take part in management of limited partnership
32Name of limited partnership must include words limited partnership
33Liability if name of limited partnership incorrectly stated
34Registrar may object to name
35Change of name
36Registrar may change name
37Capital contribution
38Partnership interest
39Meaning of distribution
40Distribution must be authorised
41Distribution must not be authorised unless limited partnership solvent
42Solvency test
43Liability of general partner to repay unauthorised distribution
44Liability of partner to repay distribution
45Defence of partial solvency
46Limited partner not agent of limited partnership, general partner, or limited partner
47General partner is agent of limited partnership
48Notice to general partner is notice to limited partnership
49General partner’s fiduciary obligations
50Fiduciary obligations of limited partner excluded
51Registration by entry in register
52Application for registration
53Certificate of registration
55Public access to registers
56Certified copy of information on registers
57Contents of registers
58Registrar must update register
59General partners must notify Registrar of any change in limited partnership details
60General partners must send written consent of new general partner to Registrar
61Rectification or correction of register
62Powers of Court
63Registrar’s powers to insert note of inactivity or note of warning on register
63ARegistrar must remove note of warning
64Searches of register
65Search purposes
66When search breaches information privacy principle
67Registered office
68Change of registered office
69Requirement to change registered office
70Address for service
71Change of address for service
72Rectification or correction of address for service
73Service of documents
74Records of limited partnership
75Financial statements must be prepared
75AFinancial statements must be audited
75BAudit must be carried out in accordance with auditing and assurance standards
75CDistribution of financial statements
75DFinancial reporting offences
75ENon-application of provisions if alternative financial reporting duties under financial markets legislation
75FLimited partnership may opt in
75GLarge limited partnerships may opt out of audit requirement
76Annual return
77Registrar may alter register to conform with address contained in annual return
78Registrar’s powers of inspection
78APurpose of sections 78B to 78H
78BControl interests in partnership interests (basic rule)
78CExtension of basic rule to powers or controls exercisable through trust, agreement, etc
78DExtension of basic rule to interests held by other persons under control or acting jointly
78ESituations not giving rise to control interests
78FRegistrar may require persons to disclose control interests and powers to get control interests
78GRegistrar may require disclosure about controllers or delegates of general partners
78HRegistrar may specify deadlines, form, and verification for information required under section 78F or 78G
79Disclosure of information and reports
80Inspector’s report admissible in liquidation proceedings
81Exercise of powers under section 78, 78F, 78G, or 78H not affected by appeal
82Derivative actions
83Costs of derivative action to be met by limited partnership
84Powers of Court where leave granted
85Compromise, settlement or withdrawal of derivative action
86Terminating event
87Continuing authority of general partners continues after terminating event
88Liquidation following terminating event
89Court may appoint liquidator
90Grounds for Court appointment of liquidator
91Meaning of inability to pay debts
92Application of Companies Act 1993
92ACOVID-19 business debt hibernation may apply [Repealed]
93Power of liquidator to enforce liabilities
94Actions stayed on liquidation
95Distribution of surplus assets on liquidation
96When Registrar must deregister limited partnership
98Deregistration on application of partners
98ADeregistration by Registrar
99Other provisions of Companies Act 1993 apply to deregistration of limited partnership
100Part 15A of Companies Act 1993 applies to limited partnership
101Restoration to register of limited partnerships
102When limited partnership restored to register
103Appeals from Registrar’s decisions
103APersons prohibited from managing limited partnerships
103BCourt may disqualify general partners
103CLiability for contravening section 103A or 103B
103DRegistrar or FMA may prohibit persons from managing limited partnerships
103EAdditional power for Registrar or FMA to prohibit persons from being involved in management of limited partnerships
103FAppeals from FMA’s exercise of power under section 103D or 103E
103GLiability for contravening section 103D or 103E
104Overseas limited partnership must register
105Meaning of carrying on business
106Validity of transactions not affected
107Application for registration
108Registration of overseas limited partnership
109Use of name by overseas limited partnership
110Notification of changes relating to overseas limited partnership
111Rectification or correction of name or address of person authorised to accept service
112Annual return of overseas limited partnership
113Overseas limited partnership ceasing to carry on business in New Zealand
114Liquidation of overseas limited partnership
115Confidentiality of limited partner information
116AValidation of fees used to recover costs of other Companies Office registers, etc
117Part 2 of Partnership Act 1908 repealed
118Orders revoked
119Companies Act 1993 amended
120Privacy Act 1993 amended
121Other consequential amendments
122Transitional provision for special partnerships