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Limited Partnerships Act 2008

General - Liability of general partners

26: Joint and several liability of general partner for debts and liabilities

You could also call this:

"General partners are responsible for paying the partnership's debts and liabilities."

Illustration for Limited Partnerships Act 2008

If you are a general partner in a limited partnership, you are responsible for the debts and liabilities of the partnership. You are responsible together with the partnership and the other general partners for any unpaid debts and liabilities that happen while you are a general partner. This means you can be asked to pay these debts and liabilities.

If a general partner dies, their estate is also responsible for paying the partnership's unpaid debts and liabilities that happened while they were a general partner. However, the estate must first pay the general partner's separate debts.

This rule is affected by what is said in section 28, which also applies to general partners and their responsibilities.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139169.

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25: Debts and liabilities of limited partnership include overseas-connected debts and liabilities, or

"A limited partnership's debts include those from overseas business too."

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27: Joint and several liability of general partner for omission or wrong, or

"General partners are responsible for mistakes made by their limited partnership"

Part 2General
Liability of general partners

26Joint and several liability of general partner for debts and liabilities

  1. Each general partner is jointly and severally liable with the limited partnership and the other general partners for the unpaid debts and liabilities of the limited partnership incurred while that person is a general partner.

  2. If a general partner is an individual, after death his or her estate is also severally liable in a due course of administration for the unpaid debts and liabilities of the limited partnership incurred while that person was a general partner, subject to prior payment of the general partner’s separate debts.

  3. This section is subject to section 28.