What a limited partnership is

The features of a limited partnership according to New Zealand law

Limited partnerships are a form of partnership involving general partners, who are liable for all the debts and liabilities of the partnership, and limited partners, who are liable to the extent of their capital contribution to the partnership.

Features of limited partnerships

Features of limited partnerships include:

  • separate legal personality
  • an indefinite lifespan, if desired
  • 'safe harbour activities' - defined activities that limited partners may involve themselves in while not participating in the management of the limited partnership
  • tax treatment for limited partnerships.

The registers of limited partnerships are administered by the NZ Companies Office. Registration, maintenance and the filing of annual returns for limited partnerships are conducted online.

Partnership agreement

Every limited partnership must have a partnership agreement. This is an agreement between partners that establishes a limited partnership, and governs the terms and conditions of the partnership relationship.

Before registration can take place, the general partner, or their agent, must certify that the proposed partners of the limited partnership have entered into a partnership agreement that complies with the Limited Partnership Act 2008.