Limited Partnerships Regulations 2008

Reprint as at 13 January 2020

Coat of Arms of New Zealand

Limited Partnerships Regulations 2008

(SR 2008/93)

Anand Satyanand, Governor-General

Order in Council

At Wellington this 31st day of March 2008  

Present:
His Excellency the Governor-General in Council

Note

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.

These regulations are administered by the Ministry of Business, Innovation, and Employment.

Pursuant to section 116 of the Limited Partnerships Act 2008, His Excellency the Governor-General, acting on the advice and with the consent of the Executive Council, makes the following regulations.

Regulations

1 Title

These regulations are the Limited Partnerships Regulations 2008.

2 Commencement

These regulations come into force on 2 May 2008.

3 Interpretation

In these regulations, unless the context otherwise requires,—

details, in relation to a partner or proposed partner, means,—

(a)

in the case of a partner who is an individual, his or her full name, date and place of birth, and residential address:

(b)

in the case of a partner that is a body corporate,—

(i)

its name; and

(ii)

its NZBN, or, if it does not have an NZBN, its incorporation or registration number (if any); and

(iii)

the address of its registered office; and

(iv)

its address for service:

(c)

in the case of a partner that is a partnership governed by the Partnership Act 1908,—

(i)

the name of the partnership; and

(ia)

its NZBN (if it has one); and

(ii)

its address for service; and

(iii)

its postal and email addresses; and

(iv)

the names and residential addresses of each of the partners who are individuals; and

(v)

the names and postal addresses of each of the partners who are not individuals

(d)

in the case of a partner that is an unincorporated overseas limited partnership,—

(i)

the name of the overseas limited partnership; and

(ia)

its NZBN (if it has one); and

(ii)

its address for service; and

(iii)

its postal and email addresses; and

(iv)

the names and residential addresses of each of the general partners who are individuals; and

(v)

the names and postal addresses of each of the general partners who are not individuals

details, in relation to a person completing a form, an annual return, or a request, means that person’s—

(a)

full name; and

(b)

telephone and facsimile numbers (if any); and

(c)

postal and email addresses

NZBN has the same meaning as in the New Zealand Business Number Act 2016.

Regulation 3 details: amended, on 7 December 2018, by regulation 4(1) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

Regulation 3 details paragraph (a): replaced, on 1 September 2014, by regulation 4 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

Regulation 3 details paragraph (b): replaced, on 7 December 2018, by regulation 4(2) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

Regulation 3 details paragraph (c)(ia): inserted, on 7 December 2018, by regulation 4(3) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

Regulation 3 details paragraph (d)(ia): inserted, on 7 December 2018, by regulation 4(4) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

Regulation 3 details: amended, on 7 December 2018, by regulation 4(5) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

Regulation 3 details paragraph (b): amended, on 7 December 2018, by regulation 4(6) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

Regulation 3 NZBN: inserted, on 7 December 2018, by regulation 4(7) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

4 Application for registration of limited partnership

An application for the registration of a limited partnership must take the form of an application containing the following information:

(a)

the proposed name of the limited partnership:

(b)

the address of its registered office:

(c)

its address for service:

(d)

the details of the proposed partners:

(da)

if section 52(3) of the Act applies, in relation to the proposed general partner, or the director, partner, or general partner of the proposed general partner, who is a natural person and who lives in an enforcement country,—

(i)

whether the person is a director of a body corporate that is incorporated in that enforcement country under a law that is equivalent to the Companies Act 1993; and

(ii)

if so, that body corporate’s—

(A)

registered name; and

(B)

registration number or other unique identifier; and

(C)

registered office or, if there is no registered office required by law, the body corporate’s address for service:

(db)

for every proposed general partner that is a company, limited partnership, or partnership governed by the Partnership Act 1908, the full name, date and place of birth, and residential address of every director, general partner, or partner of that company, limited partnership, or partnership:

(dc)

for every individual referred to in paragraph (db) who resides in an enforcement country,—

(i)

whether the individual is the director of any company registered (except as the equivalent of an overseas company) in that country; and

(ii)

if so, that company’s—

(A)

registered name; and

(B)

registration number or other unique identifier; and

(C)

registered office or, if there is no registered office required by law, the company’s address for service:

(e)

its postal and email addresses:

(f)

the details of the person completing the form.

Regulation 4(d): amended, on 7 December 2018, by regulation 5 of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

Regulation 4(da): replaced, on 13 January 2020, by section 104 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Regulation 4(db): inserted, on 1 September 2014, by regulation 5 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

Regulation 4(dc): inserted, on 1 September 2014, by regulation 5 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

5 Application for registration of overseas limited partnership

An application for the registration of an overseas limited partnership must take the form of an application containing the following information:

(a)

the proposed name of the overseas limited partnership:

(b)

the address of its registered office:

(c)

its postal and email addresses:

(d)

the country in which the overseas limited partnership is formed or incorporated:

(e)

the date on which the overseas limited partnership commenced to carry on business in New Zealand:

(f)

the details of the partners who are general partners, except, in the case of individuals, their dates and places of birth:

(g)

the address of the overseas limited partnership’s place of business or principal place of business in New Zealand:

(h)

the name and address of 1 or more persons resident or incorporated in New Zealand who are authorised to accept service in New Zealand of documents on behalf of the overseas limited partnership:

(i)

the details of the person completing the form.

Regulation 5(f): amended, on 1 September 2014, by regulation 6 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

5A Additional content of registers

(1)

For the purpose of section 57(1)(i) of the Act, the following information is prescribed:

(a)

the limited partnership’s NZBN (if it has one):

(b)

for each general partner that is not an individual, the partner’s NZBN (if it has one).

(2)

For the purpose of section 57(3)(g) of the Act, the following information is prescribed: the overseas limited partnership’s NZBN (if it has one).

Regulation 5A: inserted, on 7 December 2018, by regulation 6 of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

5B Additional search criteria for Register

For the purpose of section 64(2)(i) of the Act, the following criteria are prescribed:

(a)

for a limited partnership or an overseas limited partnership, its NZBN (if it has one):

(b)

for a general partner of a limited partnership that is not an individual, the partner’s NZBN (if it has one).

Regulation 5B: inserted, on 7 December 2018, by regulation 6 of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

6 Notice to Registrar of change in limited partnership or overseas limited partnership details

(1)

A notice to the Registrar of any change in any of the details entered in a register in relation to a limited partnership or an overseas limited partnership must take the form of a notice containing the following information:

(a)

the name of the limited partnership or overseas limited partnership:

(b)

its registration number:

(ba)

its NZBN (if it has one):

(c)

the change in the limited partnership or overseas limited partnership details:

(d)

the date from which the change has taken, or will take, effect:

(e)

the details of the person completing the form.

(2)

The notice must be signed by or on behalf of the limited partnership or overseas limited partnership.

Regulation 6(1)(ba): inserted, on 7 December 2018, by regulation 7 of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

7 Consent of new general partner

The written consent of a new general partner to becoming a new general partner in a limited partnership must take the form of a consent that—

(a)

contains the details of the partner; and

(b)

is dated; and

(c)

is signed by or on behalf of the partner.

7A Additional information for limited partnership annual return

(1)

For the purposes of paragraph (n) of Schedule 2 of the Act, the following information is prescribed:

(a)

the partnership’s NZBN (if it has one):

(b)

for each general partner that is not an individual, the partner’s NZBN (if it has one).

(2)

For the purpose of section 76(1) of the Act, the annual return of a limited partnership must contain the information referred to in subclause (1) (in addition to any other information that is prescribed as referred to in section 76(8) of the Act).

Regulation 7A: inserted, on 7 December 2018, by regulation 8 of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

8 Annual return of overseas limited partnership

(1)

The annual return of an overseas limited partnership must take the form of a return that contains the following information:

(a)

the name of the overseas limited partnership:

(b)

its registration number:

(ba)

its NZBN (if it has one):

(c)

its postal and email addresses:

(d)

the details of the partners who are general partners except, in the case of individuals, their dates and places of birth:

(e)
[Revoked]

(f)

the address of the overseas limited partnership’s place of business or principal place of business in New Zealand:

(g)

the name and address of 1 or more persons resident or incorporated in New Zealand who are authorised to accept service in New Zealand of documents on behalf of the overseas limited partnership:

(h)

the details of the person completing the annual return.

(2)

The annual return must be signed by a general partner of the overseas limited partnership or by a lawyer or chartered accountant authorised for that purpose.

Regulation 8(1)(ba): inserted, on 7 December 2018, by regulation 9(1) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

Regulation 8(1)(d): amended, on 1 September 2014, by regulation 7 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

Regulation 8(1)(e): revoked, on 7 December 2018, by regulation 9(2) of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

9 Request for deregistration

(1)

A request for the deregistration of a limited partnership must take the form of a request that contains the following information:

(a)

the name of the limited partnership:

(b)

its registration number:

(ba)

its NZBN (if it has one):

(c)

the grounds for the deregistration of the limited partnership:

(d)

the details of the person completing the request.

(2)

The request must be signed by the person making the request.

Regulation 9(1)(ba): inserted, on 7 December 2018, by regulation 10 of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

10 Notice to Registrar that overseas limited partnership will cease to carry on business in New Zealand

(1)

A notice to the Registrar stating the date on which an overseas limited partnership will cease to carry on business in New Zealand must take the form of a notice containing the following information:

(a)

the name of the overseas limited partnership:

(b)

its registered number:

(ba)

its NZBN (if it has one):

(c)

the date on which it gave public notice in accordance with section 113(1)(a) of the Act:

(d)

the date on which it will cease to carry on business in New Zealand:

(e)

the details of the person completing the form.

(2)

The notice must be signed by or on behalf of the overseas limited partnership.

Regulation 10(1)(ba): inserted, on 7 December 2018, by regulation 11 of the Limited Partnerships Amendment Regulations 2018 (LI 2018/250).

11 Fees

(1)

The fee for an application for the registration of a limited partnership or an overseas limited partnership is $250 inclusive of goods and services tax.

(2)

The fee for a certified copy of information on a register is $25 inclusive of goods and services tax.

(3)

Without limiting the ways in which a fee set by this regulation may be paid, a fee may be paid in any of the following ways:

(a)

by cash:

(b)

by cheque:

(c)

by a credit card that is acceptable to the Registrar:

(d)

by direct debit from an account held with a financial institution in New Zealand.

Regulation 11(1): amended, on 1 August 2012, by regulation 4 of the Limited Partnerships Amendment Regulations 2012 (SR 2012/125).

12 Registrar may refuse access to register or suspend its operation

The Registrar may refuse access to a register or suspend its operation for any of the following reasons:

(a)

for the maintenance of the register:

(b)

technical difficulties in the maintenance or operation of the register:

(c)

to ensure the security or integrity of the register.

13 Enforcement countries

The Commonwealth of Australia is an enforcement country for the purpose of section 8(4) of the Act.

Regulation 13: inserted, on 1 September 2014, by regulation 8 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

14 Prescribed countries

The Commonwealth of Australia is a prescribed country for the purpose of section 19A(2)(g) and (h) of the Act.

Regulation 14: inserted, on 1 September 2014, by regulation 8 of the Limited Partnerships Amendment Regulations 2014 (LI 2014/252).

Diane Morcom,
Clerk of the Executive Council.

Issued under the authority of the Legislation Act 2012.

Date of notification in Gazette: 3 April 2008.

Reprints notes
1 General

This is a reprint of the Limited Partnerships Regulations 2008 that incorporates all the amendments to those regulations as at the date of the last amendment to them.

2 Legal status

Reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by any amendments to that enactment. Section 18 of the Legislation Act 2012 provides that this reprint, published in electronic form, has the status of an official version under section 17 of that Act. A printed version of the reprint produced directly from this official electronic version also has official status.

3 Editorial and format changes

Editorial and format changes to reprints are made using the powers under sections 24 to 26 of the Legislation Act 2012. See also http://www.pco.parliament.govt.nz/editorial-conventions/.

4 Amendments incorporated in this reprint

Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62): section 104

Limited Partnerships Amendment Regulations 2018 (LI 2018/250)

Limited Partnerships Amendment Regulations 2014 (LI 2014/252)

Limited Partnerships Amendment Regulations 2012 (SR 2012/125)