Limited Partnerships Act 2008

General - Liability of general partners

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

You could also call this:

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

Illustration for Limited Partnerships Act 2008

If you are a general partner in a limited partnership, you are responsible for anything that goes wrong. You are jointly and severally liable with the limited partnership and the other general partners for a wrong or omission by the limited partnership occurring while you are a general partner. This means you can be held responsible for the actions of the limited partnership.

You are liable for things that happen while you are a general partner. This includes things that the limited partnership does or does not do. You are liable along with the limited partnership and the other general partners.

This rule is affected by section 28, which has more information about your liability as a general partner.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139170.


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

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


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28: Limitations on general partner’s liability, or

"General partners only pay debts if the partnership runs out of money"

Part 2General
Liability of general partners

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

  1. Each general partner is jointly and severally liable with the limited partnership and the other general partners for a wrong or omission by the limited partnership occurring while that person is a general partner.

  2. This section is subject to section 28.