About overseas limited partnerships

Overseas limited partnerships must register to carry on business in NZ

An overseas limited partnership must apply to register within 10 working days of commencing to carry on business in NZ.

Definition of 'carrying on business'

The concept of 'carrying on business' is not specifically defined in law. However, the Limited Partnerships Act 2008 deems an overseas limited partnership to be carrying on business in New Zealand if its activities include administering, managing or dealing with property in New Zealand as an agent, personal representative or trustee, whether through its employees or an agent or in any other manner:

Activities that don't, on their own, amount to 'carrying on business'

The following activities do not, on their own, amount to carrying on business:

  • Becoming a party to, or settling a legal proceeding, claim, or dispute in New Zealand
  • Holding meetings involving partners or carrying on any internal activities in New Zealand
  • Maintaining a bank account in New Zealand
  • Selling property through an independent contractor in New Zealand
  • Soliciting or procuring an order that becomes a binding contract only if the order is accepted outside New Zealand
  • Creating evidence of a debt or creating a charge on property in New Zealand
  • Collecting or securing debts or enforcing security rights in relation to those debts in New Zealand
  • Conducting an isolated transaction that is completed within 31 days, where that transaction is not one of a number of similar transactions repeated from time to time
  • Investing funds or holding property
  • Being a partner in a limited partnership.