General partners, requirements and disqualifications

Who can be a general partner in a limited partnership

A general partner is responsible for the day-to-day management of the limited partnership, and is liable — jointly and severally, with any other general partners and the limited partnership itself — for all the debts and liabilities incurred by the limited partnership.

General partner requirements for a limited partnership

The limited partnership must have at least one general partner that is one of the following:

  • An individual living in New Zealand or Australia, and if in Australia, that individual must be a director of an Australian company
  • A limited partnership that has at least one general partner who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia
  • A partnership governed by the Partnerships Act 1908 that has at least one general partner who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia
  • A New Zealand company registered under the Companies Act 1993
  • An overseas company registered under the Companies Act 1993 that has at least one director who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia.

All individuals who are general partners, or who are directors, partners, or general partners of a general partner, must meet certain qualification requirements.

Who can't be a general partner

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

  • A person who is under 18 years of age
  • A person who is an undischarged bankrupt
  • A person who is subject to an order made under the Companies Act 1955 that continues to have effect prohibiting him or her from being a director or promoter of, or being concerned or taking part in the management of, a company within the meaning of that Act
  • A person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, a company under section 382, 383, 385, or 385AA of the Companies Act 1993
  • A person who is prohibited from being a general partner or promoter of, or being concerned or taking part in the management of, a limited partnership under section 103A, 103B, 103D, or 103E of this Act
  • A person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993
  • A person who is prohibited from one or more of the following, under an order made, or a notice given, in Australia:
    • being a director of an overseas company
    • being a promoter of an overseas company
    • being concerned or taking part in the management of an overseas company
  • A person who is prohibited from one or more of the following, under an order made, or a notice given, in Australia:
    • being a general partner of an overseas limited partnership
    • being a promoter of an overseas limited partnership
    • being concerned or taking part in the management of an overseas limited partnership
  • A person who is subject to a property order made under section 30 or 31 of the Protection of Personal and Property Rights Act 1988.

For more information refer to sections 19A and 19B of the Limited Partnerships Act 2008.

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