The purpose of this Act is to establish a modern regulatory regime for limited partnerships that—

In this Act, unless the context requires otherwise,—

This Act binds the Crown.

A limited partnership is a limited partnership that is registered under section 51.

For registration of a limited partnership under section 51,—

A limited partnership is formed only on its registration and continues in existence until it is deregistered (see section 97).

A limited partnership must have at least 1 general partner (see section 19) and at least 1 limited partner (see section 20).

A person may not be both a general partner and a limited partner of the same limited partnership at the same time.

Subject to subsections (1) and (4), a limited partnership may have any number of general partners and limited partners.

Subject to subsection (5), a limited partnership must have 1 or more of the following:

Every natural person who is a general partner, or who is a director, partner, or general partner of a general partner, must be qualified under section 19A.

A limited partnership must have a written partnership agreement.

The partnership agreement is an agreement as to the affairs of the limited partnership and the conduct of its business.

On registration of the limited partnership, the partnership agreement has effect as a contract between the limited partnership and each partner, and between the partners themselves, under which the limited partnership and each of the partners (including any subsequent partners) agree to observe and perform the agreement so far as it applies to them.

The partnership agreement has no effect to the extent that it contravenes, or is inconsistent with, this Act.

The partnership agreement may be amended—

Without limiting what may be contained in a partnership agreement, a partnership agreement must provide for the following matters:

A limited partnership is a separate legal person.

Subject to this Act, any other enactment, and the general law, a limited partnership has, both within and outside New Zealand,—

The partnership agreement of a limited partnership may contain a provision relating to the capacity, rights, powers, or privileges of the limited partnership only if the provision restricts the capacity of the limited partnership or those rights, powers, and privileges.

No act of a limited partnership and no transfer of property to or by a limited partnership is invalid merely because the limited partnership did not have the capacity, the right, or the power to do the act or to transfer or take a transfer of the property.

Subject to subsection (2), a limited partnership, or a guarantor of an obligation of a limited partnership, may not assert against a person dealing with the limited partnership or with a person who has acquired property, rights, or interests from the limited partnership that—

A person dealing with the limited partnership or a person who has acquired property, rights, or interests from the limited partnership may not rely on any of subsection (1)(a) to (e) if that person has, or ought to have, by virtue of his or her position with, or relationship to, the limited partnership, knowledge of the relevant matter referred to in the paragraph in question.

Subsection (1) of this section applies even though a person of the kind referred to in subsection (1)(b) to (e) acts fraudulently or forges a document that appears to have been signed on behalf of the limited partnership, unless the person dealing with the limited partnership or with a person who has acquired property, rights, or interests from the limited partnership has actual knowledge of the fraud or forgery.

Nothing in this section applies in relation to the acts of a limited partner.

A person is not affected by, or deemed to have notice or knowledge of the contents of, the partnership agreement or any other document relating to a limited partnership merely because it may be available for inspection at an office of the limited partnership.

A contract or other enforceable obligation may be entered into by a limited partnership as follows:

Subsection (1) applies to a contract or other obligation—

Subject to section 8(4), any person may be a general partner of a limited partnership.

Any person may be a limited partner of a limited partnership.

Subject to subsection (1) and section 8(4), a partnership governed by the Partnership Law Act 2019 or an overseas limited partnership may be a partner of a limited partnership.

A general partner is responsible for the management of the limited partnership.

Subject to the partnership agreement, a general partner may, but does not have to, make a capital contribution to the limited partnership.

A natural person who is not disqualified by subsection (2) is qualified to be appointed as a general partner of a limited partnership.

The following persons are disqualified from being appointed or holding office as a general partner of a limited partnership:

A person who is disqualified from being a general partner but who acts as a general partner is a general partner for the purposes of a provision of this Act that imposes a duty or an obligation on a general partner of a limited partnership.

A limited partner must not take part in the management of the limited partnership.

Subject to the partnership agreement, a limited partner may, but does not have to, make a capital contribution to the limited partnership.

A person becomes a general partner of a limited partnership when that person’s name is entered in the register of limited partnerships as a general partner of the limited partnership.

A person becomes a limited partner of a limited partnership when that person’s name is entered in the register of limited partnerships as a limited partner of the limited partnership.

Subject to section 30, a limited partner must not be a party in that capacity to any proceeding in a court or tribunal in which the limited partnership is a party unless—

A general partner may become a limited partner.

A limited partner may become a general partner.

This section is subject to section 8(1) and (2).

In sections 26 to 31, the debts and liabilities of the limited partnership include any debt or liability of the limited partnership incurred in connection with the business of the limited partnership conducted overseas.

Each general partner is jointly and severally liable with the limited partnership and the other general partners for the unpaid debts and liabilities of the limited partnership incurred while that person is a general partner.

If a general partner is an individual, after death his or her estate is also severally liable in a due course of administration for the unpaid debts and liabilities of the limited partnership incurred while that person was a general partner, subject to prior payment of the general partner’s separate debts.

This section is subject to section 28.

Each general partner is jointly and severally liable with the limited partnership and the other general partners for a wrong or omission by the limited partnership occurring while that person is a general partner.

This section is subject to section 28.

Despite sections 26 and 27 and unless the partnership agreement provides otherwise, a general partner is only liable for any debts or liabilities of the limited partnership to the extent that the limited partnership cannot pay those debts or liabilities.

In any case where this Act requires something to be done by the general partner or (if there is more than 1) the general partners, each general partner is responsible for ensuring that it is done.

A limited partner (A) is liable, to the same extent as a general partner, to a person (B) who deals with the limited partnership if, at the time that the debt or liability of the limited partnership to B was incurred, all of the following applied:

Sections 23 and 28 do not apply in a case where subsection (1) applies.

A limited partner is not liable to a person who deals with a limited partnership for breach of section 20(1) except to the extent provided by this section.

A limited partner who does not take part in the management of the limited partnership is not liable for the debts and liabilities of the limited partnership.

The limitation on the liability of a limited partner in subsection (1) extends to any liability incurred—

None of the activities listed in the Schedule constitutes taking part in the management of the limited partnership.

The name of a limited partnership must include the words “limited partnership” or the abbreviation “LP” or “L.P.” at the end of the name.

A person that is not a limited partnership must not use the words “limited partnership” or the abbreviation “LP” or “L.P.” in a way that suggests to a reasonable person that that person, or the business carried on by that person, is a limited partnership.

A limited partnership must ensure that its name is clearly stated in—

For the purposes of subsection (3) and section 33, a limited partnership may use a generally recognised abbreviation of a word or words in its name if it is not misleading to do so.

If, within the period of 12 months immediately preceding the giving by a limited partnership of any public notice, the name of the limited partnership was changed, the limited partnership must ensure that the notice states—

If a limited partnership fails to comply with subsection (3) or (5),—

A person who contravenes subsection (2) commits an offence and is liable on conviction to a fine not exceeding $5,000.

This section applies if—

In a case to which this section applies, every person who issued or signed the document is liable to the same extent as the limited partnership if the limited partnership fails to discharge the obligation unless—

The Registrar must not register a limited partnership or an overseas limited partnership with a name—

A limited partnership or an overseas limited partnership may apply to the Registrar to change its name.

The application must be in the prescribed form.

The Registrar may change the name of a limited partnership or an overseas limited partnership by amending the register.

A change of name of a limited partnership or an overseas limited partnership—

If the Registrar believes on reasonable grounds that a limited partnership has been registered with a name with which it ought not to have been registered, the Registrar may direct the limited partnership to apply to change its name within the time specified to a name that complies with this Act.

A direction by the Registrar under subsection (1) must—

If the limited partnership does not, within the time specified in the direction, apply to change its name to a name that complies with this Act, the Registrar may change its name by amending the register.

If the Registrar registers a new name under subsection (3) for a limited partnership, the Registrar must issue a certificate of registration for the limited partnership recording the new name of the limited partnership, and section 35(4) applies in relation to the new name as if the name of the limited partnership had been changed under that section.

The capital contribution of a partner is the share of the assets contributed, or agreed to be contributed, by a partner to the limited partnership or assigned to a partner under section 38(2).

The capital contribution of a partner may take any form and may be cash, promissory notes, contracts for future services, or real or personal property, and may be made on terms (if any) as provided by the partnership agreement from time to time.

A loan by a partner to the limited partnership is not a capital contribution.

The partnership interest of a partner—

A partner may assign or otherwise dispose of all or part of that person’s partnership interest to—

However, the partnership agreement may extend, vary, restrict, or exclude a partner’s right to assign that person’s partnership interest.

In this Act, unless the context otherwise requires, distribution—

A distribution must be authorised in writing by each general partner.

A general partner must not authorise a distribution unless that person is satisfied on reasonable grounds that, immediately after the distribution is made, the limited partnership will be solvent.

A general partner is deemed to have breached subsection (1) if, before the distribution is made, the general partner ceases to be satisfied on reasonable grounds that, immediately after the distribution is made, the limited partnership will be solvent.

Each general partner who authorises a distribution must sign a certificate stating that, in that person’s opinion, the limited partnership will, immediately after the distribution, be solvent and the grounds for that opinion.

A general partner who fails to comply with subsection (3) commits an offence and is liable on conviction to a fine not exceeding $5,000.

A limited partnership is solvent for the purposes of the payment of a distribution if—

In determining whether the value of the limited partnership’s assets is greater than its liabilities, a general partner—

In determining, for the purposes of this section, the value of a contingent liability, account may be taken of—

A general partner who breaches section 41(1) must repay so much of the distribution as is not able to be recovered from the partner to whom the distribution is made.

A partner (A) to whom a distribution has been made at a time when the limited partnership did not, immediately after the distribution, satisfy the solvency test in section 42 must repay the distribution if A knew that, immediately after the distribution was made, the limited partnership would not satisfy the solvency test in section 42.

A’s liability under subsection (1) ceases after the longer of—

This section applies if, in an action brought against a general partner under section 43 or a partner under section 44, the Court is satisfied that the limited partnership could, by making a distribution of a lesser amount, have satisfied the solvency test.

The Court may permit the partner to retain, or relieve the general partner from liability in respect of, an amount equal to the value of any distribution that could properly have been made.

A limited partner is not the agent of the limited partnership or of any general partner or of any other limited partner, and has no authority to bind any of them.

A general partner is the agent of the limited partnership for the purposes of the business of the limited partnership.

Notice to any general partner of any matter relating to the affairs of the limited partnership operates as notice to the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of that general partner.

A general partner must—

The fiduciary obligations described in subsection (1) may be varied or excluded by the partnership agreement.

Subject to the partnership agreement, a limited partner does not owe the limited partnership or any partner a fiduciary obligation in that person’s capacity as a limited partner.

As soon as is reasonably practicable after receiving a properly completed application for registration of a limited partnership, the Registrar must register the limited partnership by entering its name in the register of limited partnerships maintained under section 54(1)(a).

This section is subject to section 34.

An application to the Registrar for registration of a limited partnership must—

For the purposes of subsection (1)(c), the consent of a person may be given by that person’s agent authorised to do so in writing.

If the requirement under section 8(4) is to be met by virtue of paragraph (a)(ii), (b)(ii), (c)(ii), or (e)(ii) of that section, the application must—

As soon as practicable after registering a limited partnership, the Registrar must issue a certificate of registration to the limited partnership.

The Registrar must establish and maintain registers of—

The registers may be kept in any manner that the Registrar thinks fit, including, either wholly or partly, by means of a device or facility—

The registers are prima facie evidence of any matters required or authorised by or under this Act to be entered in them.

The registers must be available for access and searching by members of the public at all times unless suspended under subsection (2).

The Registrar may refuse access to a register or suspend its operation, in whole or in part,—

Nothing in subsection (2) or section 103 precludes any person from exercising a right under the Ombudsmen Act 1975 or the Official Information Act 1982 in relation to a request for official information, but any such right is subject to sections 57(2) and 115.

Subject to section 57(2), the Registrar must provide a copy, or a certified copy, of any information on a register to any person who applies for it and pays the prescribed fee (if any).

A certified copy of information on a register signed by the Registrar is conclusive evidence for all purposes that the information in the certified copy has been duly entered in the register.

The register of limited partnerships must contain, in respect of each limited partnership, the following information:

The information in subsection (1)(f), (g), and (ga) must not be able to be searched under section 64 except by the Registrar.

The register of overseas limited partnerships must contain, in respect of each overseas limited partnership, the following information:

The Registrar must update the information contained in a register as soon as practicable after notification that the information has changed.

The general partners must notify the Registrar in the prescribed form of any change in any of the details entered in a register in relation to the limited partnership.

The change must be notified within 10 working days.

If the general partners fail to comply with this section, each general partner commits an offence and is liable on conviction to a fine not exceeding $10,000.

The general partners must send to the Registrar the written consent of a new general partner to becoming a general partner of the limited partnership.

The change must be notified within 10 working days of the new general partner becoming a general partner of the limited partnership.

The consent must be in the prescribed form.

If the general partners fail to comply with this section, each general partner commits an offence and is liable on conviction to a fine not exceeding $10,000.

The Registrar may,—

Unless a rectification or correction relates solely to the individual who provided it, the Registrar, before rectifying a register under subsection (1)(a), must—

Any person may deliver to the Registrar, not later than the date specified in accordance with subsection (2)(b)(iv), a written objection to a proposed rectification of the register, and the Registrar must give a copy of the objection to the applicant.

The Registrar must not rectify the register if the Registrar receives a written objection to the proposed rectification by the date specified unless the Registrar is satisfied that the objection has been withdrawn.

If an objection to a proposed rectification is received by the Registrar under section 61(3), the applicant for the rectification of the register may apply to the Court for an order for rectification.

If an application for an order is made under subsection (1),—

On an application for an order under subsection (1), the Court may, if it is satisfied that any information has been wrongly entered in, or omitted from, the register, make an order that the register be rectified.

The Registrar may insert a note of inactivity against the entry on a register for a limited partnership or an overseas limited partnership if the Registrar believes on reasonable grounds that the limited partnership or overseas limited partnership is inactive.

The Registrar may, if the Registrar thinks it is appropriate, insert a note of warning against the entry on a register for a limited partnership in any of the following circumstances:

If the Registrar has inserted a note of warning in relation to a limited partnership (limited partnership A) under subsection (2), the Registrar may, if the Registrar thinks it is appropriate, also insert a note of warning in relation to any other limited partnership that shares a general partner with limited partnership A.

The Registrar must remove a note of warning inserted under section 63 if the Registrar is satisfied that the reasons for inserting it do not exist.

A person may search a register in accordance with this Act or regulations made under this Act.

A register may be searched only by reference to the following criteria:

In addition to the criteria in subsection (2), the Registrar may search on the following criteria:

A register may be searched—

A person who searches a register for a purpose that is not a purpose set out in section 65 must be treated, for the purposes of Parts 5 and 6 of the Privacy Act 2020, as having breached an information privacy principle under section 69(2)(a)(i) of that Act.

A limited partnership must always have a registered office in New Zealand.

Subject to section 68, the registered office of a limited partnership at a particular time is the place that is described as its registered office in the New Zealand register at that time.

The description of the registered office must—

Subject to the partnership agreement and to subsection (3), the general partners of a limited partnership may change the registered office of the limited partnership at any time.

Notice in the prescribed form of the change must be given to the Registrar for registration.

The change in the registered office takes effect on a date stated in the notice not being a date that is earlier than 5 working days after the notice is registered.

Subject to this section, a limited partnership must change its registered office if it is required to do so by the Registrar.

The Registrar may require a limited partnership to change its registered office by notice in writing delivered or sent to the limited partnership at its registered office.

The notice must—

A copy of the notice must also be sent to each general partner.

The limited partnership must change its registered office—

If a limited partnership fails to comply with this section, every general partner of the limited partnership commits an offence and is liable on conviction to a fine not exceeding $5,000.

A limited partnership must have an address for service in New Zealand.

The address for service may be the limited partnership’s registered office or another place, but it must not be at a postal centre or document exchange.

A limited partnership’s address for service at any particular time is the address that is described as its address for service in the register at that time.

The description of the address for service must state that it is at the registered office of the limited partnership or, if it is at another place, must—

Subject to the partnership agreement and to subsection (3), the general partners of a limited partnership may change the address for service of the limited partnership at any time.

Notice in the prescribed form of the change must be given to the Registrar for registration.

A change of address for service takes effect on a date stated in the notice, not being a date that is earlier than 5 working days after the notice is registered.

This section applies if the address for service of a limited partnership is rectified or corrected under section 61 or 62.

The rectification or correction takes effect at the time that the rectification or correction is made to the register.

Any document may be served on a limited partnership by—

A limited partnership must keep the following records at its registered office:

The references in subsection (1)(b) and (c) to 7 years and the references in subsection (1)(d) and (f) to 7 completed accounting periods include any lesser period that the Registrar may approve by notice in writing to the limited partnership.

The documents in subsection (1) must, subject to the partnership agreement, be available for inspection by any partner during ordinary business hours.

If the limited partnership fails to comply with the requirements of this section,—

The general partners of a large limited partnership, or of a limited partnership that has opted into compliance with this section under section 75F, must ensure that, within 5 months after the balance date of the limited partnership, financial statements that comply with generally accepted accounting practice are—

In sections 75A to 75G, accounting period, applicable auditing and assurance standard, and applicable financial reporting standard have the same meanings as in section 5 of the Financial Reporting Act 2013.

In this section and sections 75A to 75G,—

The general partners of a large limited partnership, or of a limited partnership that has opted into compliance with this section under section 75F, must ensure that the financial statements of the limited partnership are audited by a qualified auditor.

This section does not apply to a large limited partnership if the limited partnership opts out of this section under section 75G.

See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a limited partnership).

An auditor must, in carrying out an audit for the purposes of section 75A, comply with all applicable auditing and assurance standards.

The auditor’s report must comply with the requirements of all applicable auditing and assurance standards.

This section does not apply to a limited partnership that is a public entity.

The general partners of a large limited partnership, or of a limited partnership that has opted into compliance with this section under section 75F, must ensure that, within 5 months after the balance date of the limited partnership, copies of the financial statements of the limited partnership completed in relation to that balance date and a copy of the auditor’s report on those statements (if any) are delivered to each general partner and each limited partner.

Subsection (2) applies if—

Every general partner of the limited partnership commits an offence and is liable on conviction to a fine not exceeding $50,000.

It is a defence to a general partner of a partnership charged with an offence under this section in respect of a requirement referred to in subsection (1) if the partner proves that—

Sections 75 to 75D do not apply to a limited partnership in relation to an accounting period if financial statements of the partnership are required to be prepared for that period under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013.

A partner of a limited partnership who has, or the partners of a limited partnership who together have, contributed at least 5% of the capital contributions of all the partners may, by written notice given to the limited partnership within 6 months after the start of an accounting period, require the limited partnership to comply with 1 or more of the following provisions in relation to the accounting period:

If a notice is given under subsection (1) in relation to a provision and an accounting period, the provision applies to the limited partnership in relation to that period.

This section applies to a large limited partnership unless—

The limited partnership may, within 6 months from the start of an accounting period, opt out of compliance with section 75A (audit requirement) in relation to that accounting period by way of a resolution passed or signed by partners who together have contributed at least 95% of the capital contributions of all the partners.

If the limited partnership opts out of compliance with section 75A in relation to an accounting period under this section, the section does not apply to the limited partnership in relation to that period.

The general partners of a limited partnership must ensure that there is delivered to the Registrar each year, for registration, during the month allocated to the limited partnership for the purpose, an annual return in the prescribed form that contains as much of the information specified in Schedule 2 as is prescribed.

The annual return must be dated as at a day within the month during which the return is required to be delivered to the Registrar and the information required to be contained in it must be compiled as at that date.

The annual return must be signed by a general partner of the limited partnership or by a lawyer or qualified statutory accountant (within the meaning of section 5(1) of the Financial Reporting Act 2013) authorised for that purpose.

On registration of a limited partnership under this Act, the Registrar must allocate a month to the limited partnership for the purposes of this section.

The Registrar may, by written notice to a limited partnership, alter the month allocated to the limited partnership under subsection (5).

Notwithstanding subsection (1), a limited partnership need not make an annual return in the calendar year of its registration.

For the purposes of this section, prescribed means prescribed by regulations made under this Act or by the Registrar by notice in the Gazette.

If the general partners of a limited partnership fail to comply with subsection (1) or (2), every general partner of the limited partnership commits an offence and is liable on conviction to a fine not exceeding $10,000.

This section applies if the annual return contains 1 or more of the following addresses that are different from the corresponding address or addresses entered on the register:

If this section applies, the Registrar may alter the address or addresses on the register to conform with the address or addresses contained in the annual return.

The Registrar or a person authorised by the Registrar may take any of the steps listed in subsection (2) for the purpose of—

The steps referred to in subsection (1) are the following:

When exercising the powers described in subsection (2)(aaa), the Registrar may specify—

Nothing in this section limits or affects the Tax Administration Act 1994 or the Data and Statistics Act 2022.

A person must not obstruct or hinder the Registrar or a person authorised by the Registrar while exercising a power conferred by subsection (1).

Any person who fails to comply with a requirement under subsection (2) or acts in contravention of subsection (4) commits an offence and is liable on conviction to a fine not exceeding $10,000.

In this section, relevant document, in relation to a limited partnership, means a document that contains information relating to—

The purpose of sections 78B to 78H is to ensure that the Registrar may, for law enforcement purposes, obtain adequate, accurate, and timely information on the beneficial ownership and control of limited partnerships in order to conform with New Zealand’s obligations under the FATF Recommendations.

In this section,—

In sections 78D to 78F, a person has a control interest in a partnership interest if the person—

Subsection (1) applies regardless of whether the power or control is express or implied, direct or indirect, legally enforceable or not, related to a particular partnership interest or not, exercisable presently or in the future, or exercisable alone or jointly with another person or persons (but a power to cast merely 1 of many votes is not, in itself, a joint power of this kind).

Subsection (1) applies regardless of whether or not the power or control is or can be made subject to restraint or restriction or is exercisable only on the fulfilment of a condition.

If 2 or more persons can jointly exercise a power, each of those persons is taken to have that power.

A person has a power or control referred to in section 78B if the power or control is, or may at any time be, exercised under, by virtue of, by means of, or as a result of a revocation or breach of, a trust or an agreement (or any combination of them).

Subsection (1) applies regardless of whether or not the trust or agreement is legally enforceable or whether or not the person is a party to it.

A person (A) has a control interest in a partnership interest that another person (B) has if—

For the purposes of subsection (1),—

For the purposes of subsection (1)(a), director means,—

For the purposes of subsection (1)(d), a body corporate (A) is related to another body corporate (B) if—

A person (A) does not have a control interest in a partnership interest under section 78B merely because—

The Registrar (or a person authorised by the Registrar) may, by notice given after having regard to the purpose in section 78A, require a specified person to disclose full details of all (or any class of)—

However, a matter referred to in subsection (1)(c) need only be disclosed to the extent to which it is known to the specified person required to make the disclosure.

Subsection (1) applies regardless of whether the partnership interests referred to in subsection (1) have voting rights or not or are issued or yet to be issued.

Sections 78B to 78E apply in determining whether or not a person has a power referred to in subsection (1)(b) (and for this purpose every reference in those sections to a control interest must be read as including a reference to the power to acquire a control interest).

The person must disclose the information required under subsection (1) in accordance with any specifications under section 78H.

For the purposes of this section, specified person, in relation to the limited partnership to which the requirement under subsection (1) relates, means—

If a person fails to comply with subsection (5), he or she commits an offence and is liable on conviction to a fine not exceeding $10,000.

The Registrar (or a person authorised by the Registrar) may, by notice given after having regard to the purpose in section 78A, require a specified person to disclose control information in relation to a limited partnership.

However, control information that is directions or instructions given to any other person need only be disclosed to the extent to which they are known to the specified person.

A specified person must disclose the information required under subsection (1) in accordance with any specifications under section 78H.

If a specified person fails to comply with subsection (3), he or she commits an offence and is liable on conviction to a fine not exceeding $10,000.

For the purposes of this section,—

When exercising a power described in section 78F or 78G, the Registrar (or a person authorised by the Registrar) may specify—

A person authorised by the Registrar for the purposes of section 78, 78F, 78G, or 78H who has obtained a document or information in the course of making an inspection under that section or prepared a report in relation to an inspection under that section must, if directed to do so by the Registrar, give the document, information, or report to—

The Registrar or any person authorised by the Registrar may give information disclosed to the Registrar under section 78F or 78G to a government agency for law enforcement purposes if the Registrar is satisfied that the agency has a proper interest in receiving the information.

For the purposes of subsection (1A),—

A person authorised by the Registrar for the purposes of section 78, or in relation to a disclosure under section 78F, 78G, or 78H, who has obtained a document or information in the course of making an inspection under that section or prepared a report in relation to an inspection under that section must give the document, information, or report to the Registrar when directed to do so by a person holding that office.

A person authorised by the Registrar for the purposes of section 78, or in relation to a disclosure under section 78F, 78G, or 78H, who has obtained a document or information in the course of making an inspection under that section or prepared a report in relation to an inspection under that section must not disclose that document, information, or report except—

A person who fails to comply with this section commits an offence and is liable on conviction to a fine not exceeding $10,000.

Notwithstanding any other Act or rule of law, a report prepared by a person in relation to an inspection carried out by him or her under section 78, or in relation to a disclosure under section 78F, 78G, or 78H, is admissible in evidence at the hearing of an application to the Court to appoint a liquidator of a limited partnership.

Subject to subsection (2), but notwithstanding any other provision of any Act or any rule of law, where a person appeals or applies to the Court in relation to an act or decision of the Registrar or a person authorised by the Registrar under section 78, 78F, 78G, or 78H, until a decision on the appeal or application is given,—

If the appeal or application is allowed or granted, as the case may be,—

Subject to subsection (3), the Court may, on the application of a partner of a limited partnership, grant leave to that partner to—

Without limiting subsection (1), in determining whether to grant leave under that subsection, the Court must have regard to—

Leave to bring proceedings or intervene in proceedings may be granted under subsection (1) only if the Court is satisfied that either—

Notice of the application must be served on the limited partnership.

The limited partnership—

Except as provided in this section, a limited partner is not entitled to bring or intervene in any proceedings in the name of, or on behalf of, a limited partnership.

The Court must, on the application of the partner to whom leave was granted under section 82 to bring or intervene in the proceedings, order that the whole or part of the reasonable costs of bringing or intervening in the proceedings, including any costs relating to any settlement, compromise, or discontinuance approved under section 85, must be met by the limited partnership unless the Court considers that it would be unjust or inequitable for the limited partnership to bear those costs.

The Court may, at any time, make any order it thinks fit in relation to proceedings brought by a partner or in which a partner intervenes, as the case may be, with leave of the Court under section 82, and without limiting the generality of this section, may—

No proceedings brought by a partner or in which a partner intervenes, as the case may be, with leave of the Court under section 82, may be settled or compromised or discontinued without the approval of the Court.

A terminating event is 1 of the following:

A general partner or, if there is no general partner, a limited partner, may apply to the Court for an order extending the period of 10 working days referred to in subsection (1)(c) to (e).

The Court may extend the period even though the period has expired.

After a terminating event has occurred, the authority of each general partner to bind the limited partnership, and the other rights and obligations of the partners, continue (notwithstanding the terminating event) so far as may be necessary to wind up the affairs of the limited partnership and to complete any transactions begun but unfinished at the time of the terminating event.

The authority of each general partner to bind the limited partnership and the other rights and obligations of the partners do not continue after a terminating event except as provided by subsection (1).

The limited partnership may, by a resolution of the limited partnership, appoint a liquidator to the limited partnership if a terminating event has occurred under section 86.

Nothing in subsection (1) affects the right of a person to apply for deregistration under section 98.

On the application of a person listed in subsection (2), the Court may appoint a liquidator to the limited partnership who may be a named person or the Official Assignee for a named district.

Any of the following persons may apply:

The Court may appoint a liquidator to a limited partnership under section 89(1) on any of the following grounds:

In subsection (1)(c), a general partner is incapacitated if he or she is a person—

For the purposes of section 90(1)(h), a limited partnership is unable to pay its debts—

Part 16 of the Companies Act 1993 (except sections 241(1) to (4), 268, 287, and 313(4)) applies, with such modifications as may be necessary, in relation to the liquidation of a limited partnership and as if references to—

This section applies to any person who is liable to pay or contribute to the payment of—

The liquidator may, by notice in writing, require a person to whom this section applies to pay or contribute the amount due from that person, and that person is liable to pay or contribute accordingly.

Where the Court appoints a liquidator of a limited partnership, an action or proceeding must not be commenced or continued against any person referred to in section 93 in respect of any debt of the limited partnership, except with the leave of the Court, and subject to such terms as the Court may impose.

Notwithstanding anything in the Companies Act 1993, the surplus assets of the limited partnership (if any) after all of the limited partnership’s debts and liabilities have been paid must be divided—

On notification of the completion of the liquidation of a limited partnership, the Registrar must deregister it.

A limited partnership ceases to exist only when it is deregistered.

A limited partnership is deregistered when the Registrar removes its name from the register.

The Registrar must deregister a limited partnership if there is sent or delivered to the Registrar a request in the prescribed form that—

The grounds on which a request under this section may be made are—

The request must be made by—

A request that a limited partnership be deregistered under this section must be accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the limited partnership being deregistered.

Sections 318(5), 320 (except subsection (2)), and 321 to 323 of the Companies Act 1993 apply, with such modifications as may be necessary, to the deregistration of a limited partnership under this section as if references to—

Subject to this section, the Registrar must deregister a limited partnership if—

The Registrar may choose not to proceed with a deregistration despite subsection (1)(e) or (f) applying.

Sections 318(4) and (4A), 319, and 321 to 323 of the Companies Act 1993 apply, with such modifications as may be necessary, to the deregistration of a limited partnership under this section as if references to—

Sections 324 to 326 of the Companies Act 1993 apply, with such modifications as may be necessary, when a limited partnership has been deregistered under this Act as if references to—

Part 15A of the Companies Act 1993 applies, with all necessary modifications, to a limited partnership as if references to—

Sections 328 and 329 of the Companies Act 1993 apply, with all necessary modifications, to a limited partnership as if references to—

A limited partnership is restored to the register of limited partnerships when the Registrar enters the name of the limited partnership in the register.

A limited partnership that is restored to the register of limited partnerships is deemed to have continued in existence as if it had not been removed from the register.

A person who is aggrieved by an act or decision of the Registrar under this Act may appeal to the Court within 15 working days after the date of notification of the act or decision, or within the further time that the Court allows.

On appeal, the Court may—

The persons described in subsection (2) must not, during the period of 5 years after the relevant conviction or judgment, be a general partner or promoter of, or in any way, whether directly or indirectly, be concerned or take part in the management of, a limited partnership, unless that person first obtains the leave of the court which may be given on such terms and conditions as the court thinks fit.

Subsection (1) applies to the following persons:

A person intending to apply for the leave of the court under this section must give to the Registrar not less than 10 days’ notice of that person’s intention to apply.

The Registrar, and such other persons as the court thinks fit, may attend and be heard at the hearing of any application under this section.

A person who acts in contravention of this section, or of any order made under this section, commits an offence and is liable on conviction to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000.

In this section, limited partnership includes an overseas limited partnership that carries on business in New Zealand.

The court may make an order that a person described in subsection (3) must not, without the leave of the court, be a general partner or promoter of, or in any way, whether directly or indirectly, be concerned or take part in the management of, a limited partnership permanently or for a period specified in the order.

The court may make an order under this section permanent or for a period longer than 10 years only in the most serious of cases for which an order may be made.

Subsection (1) applies to the following persons:

A person intending to apply for an order under this section must give not less than 10 days’ notice of that intention to the person against whom the order is sought, and on the hearing of the application the last-mentioned person may appear and give evidence or call witnesses.

An application for an order under this section may be made by the Registrar, the FMA, the Official Assignee, or by the liquidator of the limited partnership, or by a person who is, or has been, a partner or creditor of the limited partnership.

Subsection (7) applies on the hearing of—

The Registrar, the FMA, the Official Assignee, or the liquidator (as the case may be)—

An order may be made under this section even though the person concerned may be criminally liable in respect of the matters on the ground of which the order is to be made.

If conduct by a person constitutes grounds for making an order under any 1 or more of this section, section 44F of the Takeovers Act 1993, and subpart 6 of Part 8 of the Financial Markets Conduct Act 2013, proceedings may be brought against that person under any 1 or more of those provisions, but no person is liable to more than 1 order under those provisions for the same conduct.

The Registrar of the court must, as soon as practicable after the making of an order under this section, give notice to the Registrar that the order has been made and the Registrar must give notice in the Gazette of the name of the person against whom the order is made.

A person who acts in contravention of this section, or of any order made under this section, commits an offence and is liable on conviction to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000.

In this section, limited partnership includes an overseas limited partnership.

A person who acts as a general partner of a limited partnership in contravention of section 103A or an order made under section 103B is personally liable to—

This section applies in relation to a limited partnership—

This section also applies in relation to a limited partnership the liquidation of which has been completed whether or not the limited partnership has been removed from the New Zealand register.

The Registrar or the FMA may, by notice in writing given to a person, prohibit that person from being a general partner, or promoter of a limited partnership, or being concerned in, or taking part (whether directly or indirectly) in the management of a limited partnership during such period not exceeding 10 years after the date of the notice as is specified in the notice. Every notice must be published in the Gazette.

The power conferred by subsection (3) may be exercised in relation to—

The Registrar or the FMA must not exercise the power conferred by subsection (3) unless—

No person to whom a notice under subsection (3) applies may be a general partner or promoter of a limited partnership, or be concerned or take part (whether directly or indirectly) in the management of a limited partnership.

Where a person to whom the Registrar or the FMA has issued a notice under subsection (3) appeals against the issue of the notice under this Act or otherwise seeks judicial review of the notice, the notice remains in full force and effect pending the determination of the appeal or review, as the case may be.

The Registrar or the FMA may, by notice in writing to a person to whom a notice under subsection (3) has been given,—

The Registrar or the FMA must publish a notice under subsection (8) in the Gazette.

Every person to whom a notice under subsection (3) is given who fails to comply with the notice commits an offence and is liable on conviction to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000.

In this section, limited partnership includes an overseas limited partnership.

This section applies in relation to a limited partnership that has been deregistered on any of the grounds described in section 98A(1)(c), (d), (e), or (f).

The Registrar or the FMA may, by notice in writing given to a person, prohibit that person from being a general partner or promoter of a limited partnership, or being concerned in, or taking part (whether directly or indirectly) in the management of a limited partnership during such period not exceeding 10 years after the date of the notice as is specified in the notice. Every notice must be published in the Gazette.

The power conferred by subsection (2) may be exercised in relation to any person who the Registrar or the FMA is satisfied was, within a period of 5 years before a notice was given to that person under subsection (4) (whether that period commenced before or after the commencement of this section), a general partner of, or concerned in, or a person who took part in, the management of, a limited partnership to which this section applies, unless that person satisfies the Registrar or the FMA—

The Registrar or the FMA must not exercise the power conferred by subsection (2) unless—

No person to whom a notice under subsection (2) applies may be a general partner or promoter of a limited partnership, or be concerned or take part (whether directly or indirectly) in the management of a limited partnership.

Where a person to whom the Registrar or the FMA has issued a notice under subsection (2) appeals against the issue of the notice under this Act or otherwise seeks judicial review of the notice, the notice remains in full force and effect pending the determination of the appeal or review, as the case may be.

The Registrar or the FMA may, by notice in writing to a person to whom a notice under subsection (2) has been given,—

The Registrar or the FMA must publish a notice under subsection (7) in the Gazette.

Every person to whom a notice under subsection (2) is given who fails to comply with the notice commits an offence and is liable on conviction to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000.

A person who is aggrieved by the FMA’s exercise of a power under section 103D or 103E may appeal to the Court within 15 working days after the date that the notice is published in the Gazette under section 103D(3) or 103E(2), or within any further time as the Court may allow.

On hearing the appeal, the Court may—

Section 103 provides for appeals from the Registrar’s acts or decisions under section 103D or 103E.

If a person acts in contravention of a notice under section 103D or 103E, he or she is personally liable, during the period of contravention, to—

An overseas limited partnership that, on or after the commencement of this Act, commences to carry on business in New Zealand must apply for registration under this Part in accordance with section 107 within 10 working days of commencing to carry on business.

An overseas limited partnership that, immediately before the commencement of this Act, was carrying on business in New Zealand and, on the commencement of this Act, continues to carry on business in New Zealand must apply for registration under this Part in accordance with section 107 within 3 months of the commencement of this Act.

An overseas limited partnership that changes its name overseas must apply under section 35 within 10 working days of the change to change the name with which it is registered in New Zealand to its overseas name.

If an overseas limited partnership fails to comply with this section,—

For the purposes of this Part,—

A failure by an overseas limited partnership to comply with section 104 does not affect the validity or enforceability of any transaction entered into by the overseas limited partnership.

An application for registration of an overseas limited partnership may be made by delivering to the Registrar an application that complies with subsection (2).

The application must—

As soon as is reasonably practicable after receiving a properly completed application for registration of an overseas limited partnership, the Registrar must register the overseas limited partnership by entering its name in the register of overseas limited partnerships maintained under section 54(1)(b).

This section is subject to section 34.

Every overseas limited partnership that carries on business in New Zealand must ensure that its name, and the name of the country where it was formed or incorporated, are clearly stated in—

For the purposes of subsection (1), a generally recognised abbreviation of a word or words may be used in the name of an overseas limited partnership if it is not misleading to do so.

An overseas limited partnership that carries on business in New Zealand must ensure that, within 20 working days of the change or alteration, notice in the prescribed form is given to the Registrar if there is a change in—

If an overseas limited partnership fails to comply with subsection (1),—

This section applies if the name or address of a person resident or incorporated in New Zealand who is authorised to accept service in New Zealand of documents on behalf of an overseas limited partnership is rectified or corrected under section 61 or 62.