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New Zealand law explained for everyone

Limited Partnerships Act 2008

General - Nature of limited partnership

9: Partnership agreement

You could also call this:

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

Illustration for Limited Partnerships Act 2008

A limited partnership must have a written partnership agreement. This agreement is about how the partnership will work and how its business will be run. You can think of it as a set of rules that everyone in the partnership agrees to follow.

When the limited partnership is registered, the partnership agreement becomes a contract between the partnership and each partner, and between the partners themselves. This means that the partnership and all its partners must do what the agreement says, as long as it applies to them.

The partnership agreement cannot go against this Act, so if it tries to, that part of the agreement will not count. You can change the partnership agreement if all the partners and the partnership agree to the changes in writing, or if the agreement itself says how changes can be made.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139141.

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"Rules for starting a limited partnership in New Zealand"

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"What a partnership agreement must include"

Part 2General
Nature of limited partnership

9Partnership agreement

  1. A limited partnership must have a written partnership agreement.

  2. The partnership agreement is an agreement as to the affairs of the limited partnership and the conduct of its business.

  3. On registration of the limited partnership, the partnership agreement has effect as a contract between the limited partnership and each partner, and between the partners themselves, under which the limited partnership and each of the partners (including any subsequent partners) agree to observe and perform the agreement so far as it applies to them.

  4. The partnership agreement has no effect to the extent that it contravenes, or is inconsistent with, this Act.

  5. The partnership agreement may be amended—

  6. by a written document signed by or on behalf of each of the limited partnership and the partners; or
    1. in accordance with the procedure specified in the partnership agreement, if any.