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Limited Partnerships Act 2008

General - Nature of limited partnership

8: Requirements for limited partnership

You could also call this:

"Rules for starting a limited partnership in New Zealand"

Illustration for Limited Partnerships Act 2008

To be a limited partnership, you must have at least one general partner and one limited partner. You can find out more about general partners in section 19 and limited partners in section 20.

You cannot be both a general partner and a limited partner of the same limited partnership at the same time. A limited partnership can have any number of general partners and limited partners, as long as it meets the other requirements.

A limited partnership must have at least one of the following: a general partner who is a natural person living in New Zealand, a general partner who is a natural person living in an enforcement country and is a director of a company incorporated in that country under a law similar to the Companies Act 1993, or other types of general partners that meet certain conditions.

Every natural person who is a general partner, or who is a director, partner, or general partner of a general partner, must be qualified under section 19A.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139140.

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"How a limited partnership is created and ends"

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9: Partnership agreement, or

"A limited partnership's rules, which all partners must agree to and follow."

Part 2General
Nature of limited partnership

8Requirements for limited partnership

  1. A limited partnership must have at least 1 general partner (see section 19) and at least 1 limited partner (see section 20).

  2. A person may not be both a general partner and a limited partner of the same limited partnership at the same time.

  3. Subject to subsections (1) and (4), a limited partnership may have any number of general partners and limited partners.

  4. Subject to subsection (5), a limited partnership must have 1 or more of the following:

  5. a general partner who is a natural person who—
    1. lives in New Zealand; or
      1. lives in an enforcement country and is a director of a body corporate that is incorporated in that enforcement country under a law that is equivalent to the Companies Act 1993:
      2. a general partner that is a limited partnership and that has 1 or more general partners who are natural persons who—
        1. live in New Zealand; or
          1. live in an enforcement country and are directors of a body corporate that is incorporated in that enforcement country under a law that is equivalent to the Companies Act 1993:
          2. a general partner that is a partnership governed by the Partnership Law Act 2019 and that has 1 or more partners who are natural persons who—
            1. live in New Zealand; or
              1. live in an enforcement country and are directors of a body corporate that is incorporated in that enforcement country under a law that is equivalent to the Companies Act 1993:
              2. a general partner that is a company:
                1. a general partner that is an overseas company registered under the Companies Act 1993 and that has 1 or more directors who are natural persons who—
                  1. live in New Zealand; or
                    1. live in an enforcement country and are directors of a body corporate that is incorporated in that enforcement country under a law that is equivalent to the Companies Act 1993.

                    2. Every natural person who is a general partner, or who is a director, partner, or general partner of a general partner, must be qualified under section 19A.

                    Notes
                    • Section 8(3): amended, on , by section 5(1) of the Limited Partnerships Amendment Act 2014 (2014 No 47).
                    • Section 8(4): inserted, on , by section 5(2) of the Limited Partnerships Amendment Act 2014 (2014 No 47).
                    • Section 8(4)(a)(ii): replaced, on , by section 100(1) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                    • Section 8(4)(b)(ii): replaced, on , by section 100(2) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                    • Section 8(4)(c): amended, on , by section 86 of the Partnership Law Act 2019 (2019 No 53).
                    • Section 8(4)(c)(ii): replaced, on , by section 100(3) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                    • Section 8(4)(e)(ii): replaced, on , by section 100(4) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                    • Section 8(5): inserted, on , by section 5(2) of the Limited Partnerships Amendment Act 2014 (2014 No 47).