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Limited Partnerships Act 2008
General
Powers of limited partnership
13: Partnership agreement may restrict capacity and powers

Part 1:
Preliminary provisions

3Purpose of Act 4Interpretation 5Act binds the Crown

Part 2:
General

Part 3:
Overseas limited partnerships

104Overseas limited partnership must register 105Meaning of carrying on business 106Validity of transactions not affected 107Application for registration 108Registration of overseas limited partnership 109Use of name by overseas limited partnership 110Notification of changes relating to overseas limited partnership 111Rectification or correction of name or address of person authorised to accept service 112Annual return of overseas limited partnership 113Overseas limited partnership ceasing to carry on business in New Zealand 114Liquidation of overseas limited partnership

Part 4:
Miscellaneous

115Confidentiality of limited partner information 116Regulations 116AValidation of fees used to recover costs of other Companies Office registers, etc 117Part 2 of Partnership Act 1908 repealed 118Orders revoked 119Companies Act 1993 amended 120Privacy Act 1993 amended 121Other consequential amendments 122Transitional provision for special partnerships

Schedule 1:
Activities that do not constitute taking part in management of limited partnership

Schedule 2:
Information to be contained in annual return

Limited Partnerships Act 2008

General - Powers of limited partnership

13: Partnership agreement may restrict capacity and powers

You could also call this:

"A partnership agreement can set rules about what a limited partnership can and can't do."

Illustration for Limited Partnerships Act 2008

The partnership agreement of a limited partnership can have rules about what the partnership can and can't do. You can include rules in the agreement that limit what the partnership is allowed to do. The agreement can restrict the rights and powers of the limited partnership, but it can't give the partnership more rights and powers than it already has, you can find more information about this by looking at the related section.

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This page was last updated on 30 August 2025

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139148.

Topics:

Business > Starting a businessBusiness > Industry rules

12: Capacity and powers, or

"What a limited partnership can and can't do"

14: Validity of actions, or

"Things done by a limited partnership are still valid even if they weren't supposed to do them"

Part 2General
Powers of limited partnership

13Partnership agreement may restrict capacity and powers

The partnership agreement of a limited partnership may contain a provision relating to the capacity, rights, powers, or privileges of the limited partnership only if the provision restricts the capacity of the limited partnership or those rights, powers, and privileges.

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s 16(2)