To register a limited partnership in New Zealand you must complete an online application and pay a registration fee.
Please follow the steps below to register your limited partnership:
1. Set up an online services account
Before you start your application to register a limited partnership, you must have:
- a RealMe login
- an online services account with the Business Registers
2. Gather the information you'll need
You'll need to provide the following information to register a limited partnership.
The name of the limited partnership must include the words 'Limited Partnership' or the abbreviation 'LP' or 'L.P.' at the end of the name.
We won't register a limited partnership with a name:
- the use of which would contravene an enactment
- that is identical to, or almost identical to, the name of a company registered under the Companies Act 1993, or another limited partnership, or an overseas limited partnership registered under this Act
- that, in our opinion, is offensive.
Before you apply for registration, we strongly recommend that you conduct a free search to ensure that your chosen name is not identical or almost identical to the name of a company, limited partnership or overseas limited partnership that already exists on the register. This will avoid delays in registering a limited partnership.
Limited partnership addresses
A limited partnership must have:
- a registered office address
- an address for service
- a postal address
- an email address.
All of these address types are mandatory.
The registered office address and address for service must be physical addresses in New Zealand. They can't be a Private Bag or DX, or a virtual office (mail/message collection point).
If the registered office and address for service is at the offices of a chartered accountant or lawyer, or at the offices of any other person, then full details are required, such as the name of the firm, including details of the location.
The postal address may be either a postal address (for example, a PO Box) or residential address.
Certification by general partner/agent
The general partner/agent must certify that the proposed partners of the limited partnership have entered into a partnership agreement, and that it complies with the Limited Partnership Act 2008.
General and limited partners
The limited partnership must have at least one general partner that lives in NZ, or who lives in Australia and is a director of a company incorporated in Australia. Each general partner must sign a general partner consent form.
You'll be required to provide the following information about general and limited partners:
- Full legal name of the individual (first, middle, last)
- If the general partner is acting as a trustee of a trust, the name of the trust
- Residential address
- Email address (not mandatory and not made public)
- Date and place of birth
- For general partners, if their address is in Australia, whether the person is a director of an Australian company. If so, you'll need to provide the ASIC company name and Australian Company Number (ACN)
- General partners also need to upload a signed consent form (see below).
New Zealand company and limited partnership
The New Zealand company name has a company 'look-up' facility. This means when you enter the company name or NZBN, the remaining information is populated for you.
The only additional information you'll need to provide is, where applicable, the name of a trust, and the email address (this is not mandatory and not made public).
For more information on general partner requirements go to General partners, requirements and disqualifications.
3. Complete the online application
To register a limited partnership:
- Log in to your online services account.
- Select 'Register Limited Partnership New Zealand' from the online dashboard.
- Enter proposed name of LP and check on name availability by clicking 'Name Availability Check'.
- Select your Annual Return Filing Month (or leave as default), upload any supporting documents you wish to attach to your application, and select 'Next Step: Addresses'.
- Complete the addresses tab and click on 'Next Step: General Partners'.
- Complete the mandatory fields and click on 'Next Step: Limited Partners'.
- On the review screen, check all information entered and complete the signatory details.
- Click 'Submit' to be taken to the payment screen.
- Complete payment and select 'OK'.
Paying the registration fee
The application fee for registration of a limited partnership is $232.39 (plus GST). This fee includes a Financial Markets Authority levy of $9.00 (plus GST) and External Reporting Board levy of $6.00 (plus GST).
Payment options are outlined on the application form.
4. Receive your Certificate of Registration
A Certificate of Registration will be issued to the presenter of the application, confirming that the limited partnership has been registered.