Partnership Law Bill

  • enacted

Hon David Parker

Partnership Law Bill

Government Bill



Explanatory note
3Purpose of this Act
4Revision Act
6Transitional, savings, and related provisions
8Definition of partnership
9Relationships that are not partnerships
10Meaning of firm and firm name
11Determining whether partnership exists
12Co-ownership of property
13Sharing gross returns
14Effect of receiving share of profits
15Where receiving profits or payments does not make person partner or liable as partner
16What happens if borrower or buyer is insolvent
17Partner is agent of firm and other partners
18Power of partner to bind firm
19Effect of notice that firm will not be bound by acts of partner
20Partners bound by acts done or instruments executed on behalf of firm
21Partner using credit of firm for private purposes
22Liability of partners for firm’s debts and obligations
23Liability of firm for partner’s wrongful acts or omissions
24Misapplication of money or property received for or in custody of firm
25Liability for wrongful acts or omissions is joint and several
26Improper use of trust property for partnership purposes
27Person liable if they represent themselves as partner
28Continued use of firm name when partner dies
29Admissions and representations of partners
30Notice to acting partner is notice to firm
31Liability of incoming partner
32Liability of partner who leaves firm
33Rights of persons dealing with firm against apparent members of firm
34Continuing guarantee revoked by change in firm
35Partners’ rights and duties may be varied by consent
36Partnership property
37Partnership land
38Co-owners of land who purchase other land out of profits
39Property bought with partnership money
40Partnership land treated as personal property as between partners
41Writ of execution against partnership property
42Court may charge partner’s interest for their separate judgment debt
43Other partners may redeem or purchase interest
44Rules about interests and duties of partners
45Partners share equally in capital and profits and contribute equally to losses
46Firm must indemnify partner for payments made, and personal liabilities incurred, for firm
47Entitlement to interest
48Partner may manage business
49Partner not entitled to remuneration
50No new partner without consent
51Most decisions may be made by majority
52Access to partnership’s records
53Expulsion of partner
54Duty of partners to provide accounts and full information on things affecting partnership
55Accountability of partners for private benefit
56Duty to account for profits of competing business
57Rights of assignee of share in partnership
58Definitions of terms used in this subpart
59Accounting records
60Financial statements must be prepared
61Financial statements must be audited
62Audit must comply with auditing and assurance standards
63Financial reporting offences
64Partnerships may opt out of audit requirement
65Duties do not apply if alternative financial reporting duties under Financial Markets Conduct Act 2013
66Partnership dissolved at end of term, by end of venture or undertaking, or by notice
67Ending partnership at will
68Partnership that continues after end of fixed term
69Partnership dissolved by death or bankruptcy
70Partnership may be dissolved if partner’s interest in property is charged
71Partnership dissolved if unlawful
72Court may dissolve partnership
73Application to court
74Right to notify dissolution
75Continuing authority of partners for purposes of winding up and completing transactions
76Application of partnership property
77Court may order repayment of premium if partnership prematurely dissolved
78Rights where partnership dissolved for fraud or misrepresentation
79Right of outgoing partner or partner’s estate to share profits or obtain interest
80Option to purchase share of outgoing or deceased partner
81Retiring or deceased partner’s share is debt
82Rules for distributing assets on final settlement of accounts
84Application of assets
85Partnership Act 1908 repealed
86Amendments to other enactments

The Parliament of New Zealand enacts as follows: