Terminating a limited partnership

When a limited partnership can be terminated

A limited partnership can be terminated under the circumstances listed on this page.

When a limited partnership can be terminated

A limited partnership can be terminated under the following circumstances.

  • The occurrence of an event, or the expiry of a period of time after which, under the partnership agreement, the limited partnership terminates
  • A resolution is made by the limited partnership that the limited partnership be terminated
  • The limited partnership has either no general, or limited partners, for more than 10 working days
  • The limited partnership agreement has lapsed for 10 working days or more.

Liquidation option

When a termination event occurs, the limited partnership may, by resolution, appoint a liquidator to the limited partnership. Alternatively, a general partner, limited partner, creditor, or the Registrar may make application to the Court to place the limited partnership in liquidation.

The limited partnership is deregistered at the completion of the liquidation.

Liquidation documents

Any liquidator appointed following a terminating event must file with us a notice of their appointment and prepare and send us regular reports on the conduct of the liquidation.

All documents are uploaded via the 'Lodge External Administration Documents' service. To do this, follow the steps below:

  1. Log in to your online services account.
  2. On the dashboard, select the limited partnership from your 'My Businesses' list.
  3. Select 'Maintain Limited Partnership' and choose 'Lodge External Administration Documents'.
  4. Choose the relevant document category and type.
  5. Upload the document and click 'Submit'.
Go to your Business Registers dashboard

Application of Companies Act 1993

The liquidation provisions outlined in Part 16 of the Companies Act 1993 - with the exception of sections 241(1) to (4), 268 and 314(4) - apply to liquidation of a limited partnership, as if references to:

  • a company registered under that Act were references to a limited partnership
  • a director were references to a general partner
  • shareholders or persons entitled to surplus assets under the constitution of a company under the Companies Act 1993 were references to a partner
  • the board were references to the general partners.

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