New Zealand Legislation
List of access keys
Skip to main content
Advanced search
Browse
About this site
How the site works
Contact us
News
Site map
Glossary
Access keys
Accessibility
Copyright
Privacy
Disclaimer
Home
Advanced search
Browse
About this site
Web feeds
Tagged sections/clauses
Printing order
Quick search
HelpQuickSearch
?
Type
Acts
Bills
Secondary legislation
Other Instruments
All
Text
title
content
HelpDRegQuickSearch
?
My recent searches
Partnership Law Bill
enacted
Search within this Bill
By clauses
View whole (196KB)
Versions and SOPs
Print/Download PDF [286KB]
Add to web feed
Order a commercial print
Contents
Previous clause
Next clause
Tag clause
Remove
Previous hit
Next hit
Hon David Parker
Partnership Law Bill
Government Bill
143—1
Contents
Explanatory note
1
Title
2
Commencement
Part 1
Purpose, overview, and other preliminary provisions
3
Purpose of this Act
4
Revision Act
5
Overview
6
Transitional, savings, and related provisions
7
Interpretation
Part 2
Nature of partnership
Meaning of partnership and firm name
8
Definition of partnership
9
Relationships that are not partnerships
10
Meaning of firm and firm name
Determining whether partnership exists
11
Determining whether partnership exists
12
Co-ownership of property
13
Sharing gross returns
14
Effect of receiving share of profits
15
Where receiving profits or payments does not make person partner or liable as partner
16
What happens if borrower or buyer is insolvent
Part 3
Relationship of partners to third persons and to each other
Subpart 1—Relationship of partners to third persons
17
Partner is agent of firm and other partners
18
Power of partner to bind firm
19
Effect of notice that firm will not be bound by acts of partner
20
Partners bound by acts done or instruments executed on behalf of firm
21
Partner using credit of firm for private purposes
22
Liability of partners for firm’s debts and obligations
23
Liability of firm for partner’s wrongful acts or omissions
24
Misapplication of money or property received for or in custody of firm
25
Liability for wrongful acts or omissions is joint and several
26
Improper use of trust property for partnership purposes
27
Person liable if they represent themselves as partner
28
Continued use of firm name when partner dies
29
Admissions and representations of partners
30
Notice to acting partner is notice to firm
31
Liability of incoming partner
32
Liability of partner who leaves firm
33
Rights of persons dealing with firm against apparent members of firm
34
Continuing guarantee revoked by change in firm
Subpart 2—Relationship of partners to one another
35
Partners’ rights and duties may be varied by consent
36
Partnership property
37
Partnership land
38
Co-owners of land who purchase other land out of profits
39
Property bought with partnership money
40
Partnership land treated as personal property as between partners
41
Writ of execution against partnership property
42
Court may charge partner’s interest for their separate judgment debt
43
Other partners may redeem or purchase interest
44
Rules about interests and duties of partners
45
Partners share equally in capital and profits and contribute equally to losses
46
Firm must indemnify partner for payments made, and personal liabilities incurred, for firm
47
Entitlement to interest
48
Partner may manage business
49
Partner not entitled to remuneration
50
No new partner without consent
51
Most decisions may be made by majority
52
Access to partnership’s records
53
Expulsion of partner
54
Duty of partners to provide accounts and full information on things affecting partnership
55
Accountability of partners for private benefit
56
Duty to account for profits of competing business
57
Rights of assignee of share in partnership
Part 4
Financial reporting, dissolution of partnership, and other miscellaneous provisions
Subpart 1—Financial reporting for large partnerships
58
Definitions of terms used in this subpart
59
Accounting records
60
Financial statements must be prepared
61
Financial statements must be audited
62
Audit must comply with auditing and assurance standards
63
Financial reporting offences
64
Partnerships may opt out of audit requirement
65
Duties do not apply if alternative financial reporting duties under Financial Markets Conduct Act 2013
Subpart 2—End of partnership
How partnership may end
66
Partnership dissolved at end of term, by end of venture or undertaking, or by notice
67
Ending partnership at will
68
Partnership that continues after end of fixed term
69
Partnership dissolved by death or bankruptcy
70
Partnership may be dissolved if partner’s interest in property is charged
71
Partnership dissolved if unlawful
72
Court may dissolve partnership
73
Application to court
Dissolving a partnership
74
Right to notify dissolution
75
Continuing authority of partners for purposes of winding up and completing transactions
76
Application of partnership property
77
Court may order repayment of premium if partnership prematurely dissolved
78
Rights where partnership dissolved for fraud or misrepresentation
79
Right of outgoing partner or partner’s estate to share profits or obtain interest
80
Option to purchase share of outgoing or deceased partner
81
Retiring or deceased partner’s share is debt
82
Rules for distributing assets on final settlement of accounts
83
Losses
84
Application of assets
Subpart 3—Repeal and consequential amendments
85
Partnership Act 1908 repealed
86
Amendments to other enactments
Schedule 1
Transitional, savings, and related provisions
Schedule 2
Minor amendments to clarify Parliament’s intent or reconcile inconsistencies
Schedule 3
Comparative table
Schedule 4
Consequential amendments
The Parliament of New Zealand enacts as follows: