An application can be made to the Registrar to restore a limited partnership to the register.
A limited partnership is restored to the register when the Registrar enters the name on the register. A limited partnership that is restored to the register is deemed to have continued in existence as if it had not been removed from the register.
Applying for restoration
To apply for restoration, the general partner, limited partner, liquidator, receiver or creditor of the limited partnership will need to complete, and upload, the following form:
The form must be signed by the applicant.
Information you'll need to provide
To apply for restoration of a limited partnership, you'll need to provide the following information:
- the name of the limited partnership and NZBN number
- the full name and address of the applicant
- the reasons for restoration
- the full name, postal address, email address and phone number of the presenter.
The form must also be accompanied by:
- any outstanding annual returns (if applicable)
- a copy of the public notice (if applicable)
- evidence to support your grounds for restoration.
Evidence to support grounds for restoration
Whatever the argument for restoration, you will need to submit documentation to support your application. We've provided some examples here, to help you gather documents that we'll accept.
Evidence to show that the limited partnership was in business
Examples of these might include:
- a bank statement showing business-related entries — a statement showing only bank fees is not acceptable
- an invoice to, or from, the limited partnership
- a local authority or utility bill
- a receipt for rent
- a copy of a current land title search showing that the limited partnership owns land.
Evidence that there were no grounds for removal
Before your limited partnership was removed, you would have received written notice from us confirming that your limited partnership was to be removed from the register, and the reason for its removal under section 318 of the Companies Act 1993.
If you're applying because you believe it should not have been removed, you will need to provide evidence to support your application. This evidence must be in writing and confirm the following:
- That at the time of removal the limited partnership had a general partner living in New Zealand, or Australia and that he was the director of an Australian company
- That at the time of removal the limited partnership had responded to the requirement made under section 78(2)(aaa) or (a) of the Limited Partnerships Act 2008
- That at the time of removal the limited partnership, or one or more of its general partners, had responded to a requirement made in relation to the limited partnership, or another limited partnership under section 78F, 78G, or 78H of the Limited Partnerships Act 2008
- That at the time of removal the limited partnership, or one or more of its general partners had confirmed that they had provided accurate information, or that the inaccurate information had been provided unintentionally
- That at the time of removal the limited partnership, or one or more of its general partners had confirmed that there was no persistent failure to comply with duties relating to the Limited Partnerships Act 2008.
Evidence that the limited partnership was party to legal proceedings
If you’ve chosen this reason for applying to restore your limited partnership, you will need to provide a copy of the first page of the court document that:
- identifies the court where the proceedings were held
- states the number allocated by the court, and
- shows that, at the date of your company’s removal, the company was named as a party to the proceedings.
Evidence that the limited partnership was in receivership or liquidation
You will need to provide confirmation that the receiver or liquidator was appointed before the limited partnership was removed. This situation usually arises if the limited partnership is removed before the Registrar has been notified of the appointment.
Outstanding annual returns
If the application is being made by a general or limited partner, and the limited partnership has outstanding annual returns, the general partner must ensure that any outstanding annual return(s) are filed before the limited partnership can be restored to the register.
If the application is being made by a creditor, liquidator or receiver, the applicant needs only to complete the restoration application form, as they don't have the authority to file the annual returns.
Public notice of intention to restore a limited partnership
If the limited partnership was removed from the register at the request of the limited partnership, the applicant will be required to give public notice of the intended restoration and provide a period of 20 working days for any objections to be made by the public.
The notice must be published in both a local newspaper and the New Zealand Gazette, which is published daily.
If no objection to the restoration is received within the time period, the limited partnership will be restored to the register as soon as possible after the objection period has expired (generally restoration occurs the next working day).
If an objection is received to the restoration, the limited partnership cannot be restored. At this point, the applicant could consider applying to the High Court for an order to restore the limited partnership to the register.
Name change may be needed
If, during the time a limited partnership is off the register, another limited partnership or overseas limited partnership or company is registered under an identical or almost identical name, the applicant for restoration will have to change the name of the limited partnership immediately upon restoration.
We'll contact you if a change of name is necessary.
Removal of the limited partnership due to liquidation
The limited partnership can be restored by making an application to the High Court with the consent of the liquidator.
The liquidator's final report would need to be cancelled, and the liquidation re-opened, in order for the matter to be dealt with. Without this step, there would be no-one empowered to act for the limited partnership. If the liquidator does not give consent, the applicant would have to request the High Court to appoint a replacement who was willing to act.
If such an application is under consideration, you should write to us setting out the circumstances for review.
How to apply to restore a limited partnership
To lodge your restoration application and supporting documents, please use the 'Lodge Other General Documents' service.
- Log in to your online services account.
- On the dashboard, select the limited partnership you wish to restore from your 'My Businesses' list.
- From the menu, select 'Maintain Limited Partnership' and choose 'Lodge Other Documents'.
- Select 'Application for Restoration of a Limited Partnership' from the list of document types.
- Upload your restoration application as the 'Document'.
- If you have additional documents to submit (such as an outstanding annual return), please use the 'Supporting Documents' option within the 'Lodge Other Documents' upload service. If more than one document is required, please combine the documents and upload them together.
- Click 'Submit'.