Limited Partnerships Act 2008

General - Nature of limited partnership

10: Contents of partnership agreement

You could also call this:

"What a partnership agreement must include"

Illustration for Limited Partnerships Act 2008

When you are in a limited partnership, you need to have a partnership agreement. This agreement must cover some important things. It must say if a partner can sell or give away their part of the partnership, and if there are any rules about this. It must also say what kind of work the partnership can do, and if there are any rules about this.

You will also want to know how the partnership will divide up its profits, and if a general partner can work on their own or compete with the partnership. The agreement must say when meetings will be held, and how they will be run.

It must also cover how a partner can leave the partnership, and how a new partner can join. The agreement must say when the partnership will end, and how it will end. Finally, it must say if the partnership has rules about conflicts of interest, and what those rules are.

This text is automatically generated. It might be out of date or be missing some parts. Find out more about how we do this.

This page was last updated on

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139142.


Previous

9: Partnership agreement, or

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


Next

11: Limited partnership is separate legal person, or

"A limited partnership is like a separate person with its own rights and responsibilities."

Part 2General
Nature of limited partnership

10Contents of partnership agreement

  1. Without limiting what may be contained in a partnership agreement, a partnership agreement must provide for the following matters:

  2. whether there is any restriction on the ability of a partner to assign or otherwise dispose of that person’s partnership interest, and the nature of that restriction:
    1. whether there is any restriction on the business or other activities that the limited partnership may undertake, and the nature of that restriction:
      1. the entitlement of partners to distributions:
        1. whether a general partner may compete with the limited partnership and in what circumstances:
          1. when a meeting of partners must be held, and the procedure for conducting a meeting of partners:
              1. how a partner may leave the limited partnership, including whether a partner may be expelled from the limited partnership, and how a new partner may be admitted to the limited partnership:
                1. when and how the limited partnership terminates:
                  1. whether the limited partnership has a conflict of interest policy, and the nature of that policy.
                    Notes
                    • Section 10(f): repealed, on , by section 105 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).