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Limited Partnerships Act 2008

General - Powers of limited partnership

15: Dealings between limited partnership and other persons

You could also call this:

"Dealing with a Limited Partnership: What You Need to Know About Their Rules"

Illustration for Limited Partnerships Act 2008

When you deal with a limited partnership, they can't say certain things against you. They can't say that you didn't follow the rules of the Limited Partnerships Act or their partnership agreement. They also can't say that someone who appears to be a general partner is not really a general partner, or that they weren't appointed properly.

If a limited partnership says someone is a general partner, employee, or agent, you can assume they are, unless you know otherwise. You can also assume they have the authority to do things that someone in their position would normally do. However, if you have a special relationship with the limited partnership, you might be expected to know more about what's going on.

Even if someone from the limited partnership does something fraudulent or forges a document, you can still assume everything is okay, unless you actually know about the fraud or forgery. But if you're dealing with a limited partner, these rules don't apply to them. You can find more information about how limited partnerships work by looking at section 54.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139155.

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Part 2General
Powers of limited partnership

15Dealings between limited partnership and other persons

  1. Subject to subsection (2), a limited partnership, or a guarantor of an obligation of a limited partnership, may not assert against a person dealing with the limited partnership or with a person who has acquired property, rights, or interests from the limited partnership that—

  2. this Act or the partnership agreement of the limited partnership has not been complied with:
    1. a person whose name appears as a general partner of the limited partnership in the register of limited partnerships under section 54—
      1. is not a general partner of the limited partnership; or
        1. has not been duly appointed; or
          1. does not have authority to exercise a power that a general partner of a limited partnership carrying on business of the kind carried on by the limited partnership customarily has authority to exercise:
          2. a person held out by the limited partnership as a general partner, employee, or agent of the limited partnership—
            1. has not been duly appointed; or
              1. does not have authority to exercise a power that a general partner, employee, or agent of a limited partnership carrying on business of the kind carried on by the limited partnership customarily has authority to exercise:
              2. a person held out by the limited partnership as a general partner, employee, or agent of the limited partnership with authority to exercise a power that a general partner, employee, or agent of a limited partnership carrying on business of the kind carried on by the limited partnership does not customarily have authority to exercise, does not have authority to exercise that power:
                1. a document issued on behalf of a limited partnership by a general partner, employee, or agent of the limited partnership with actual or usual authority to issue the document is not valid or not genuine.

                  1. A person dealing with the limited partnership or a person who has acquired property, rights, or interests from the limited partnership may not rely on any of subsection (1)(a) to (e) if that person has, or ought to have, by virtue of his or her position with, or relationship to, the limited partnership, knowledge of the relevant matter referred to in the paragraph in question.

                  2. Subsection (1) of this section applies even though a person of the kind referred to in subsection (1)(b) to (e) acts fraudulently or forges a document that appears to have been signed on behalf of the limited partnership, unless the person dealing with the limited partnership or with a person who has acquired property, rights, or interests from the limited partnership has actual knowledge of the fraud or forgery.

                  3. Nothing in this section applies in relation to the acts of a limited partner.

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