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Limited Partnerships Act 2008
General
Partners in limited partnership
23: Restriction on limited partner as party to limited partnership proceeding

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116AValidation of fees used to recover costs of other Companies Office registers, etc 117Part 2 of Partnership Act 1908 repealed 118Orders revoked 119Companies Act 1993 amended 120Privacy Act 1993 amended 121Other consequential amendments 122Transitional provision for special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 - Partners in limited partnership

23: Restriction on limited partner as party to limited partnership proceeding

You could also call this:

"Rules about limited partners being part of a court case involving their partnership"

Illustration for Limited Partnerships Act 2008

If you are a limited partner in a limited partnership, you cannot be a party to a court case that involves the limited partnership, except in certain situations. You can be a party to the case if the limited partnership is suing you, or if you are suing the limited partnership. You can also be a party if the case is about ending the limited partnership or if the case is brought under section 82, but you must follow the rules in section 30.

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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=DLM1139164.

Topics:

Business > Starting a businessBusiness > Industry rules

22: When person becomes limited partner, or

"How you officially become a limited partner in a business"

24: Change of partner status, or

"Switching from one type of partner to another in a business"

Part 2General
Partners in limited partnership

23Restriction on limited partner as party to limited partnership proceeding

Subject to section 30, a limited partner must not be a party in that capacity to any proceeding in a court or tribunal in which the limited partnership is a party unless—
the limited partnership is suing the limited partner; or
the limited partner is suing the limited partnership; or
the proceeding is an application that the limited partnership be terminated; or
the proceeding is an application or proceeding brought under section 82.