Limited Partnerships Act 2008

General - Liability of general partners

28: Limitations on general partner’s liability

You could also call this:

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

Illustration for Limited Partnerships Act 2008

If you are a general partner in a limited partnership, you are only liable for debts if the partnership cannot pay them. This means you are responsible for paying debts only if the partnership does not have enough money to pay them. You can check sections 26 and 27 for more information, but this rule applies unless the partnership agreement says something different.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139171.


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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"


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29: Obligation imposed on general partner under this Act, or

"General partners must follow the rules and make sure things get done on time"

Part 2General
Liability of general partners

28Limitations on general partner’s liability

  1. Despite sections 26 and 27 and unless the partnership agreement provides otherwise, a general partner is only liable for any debts or liabilities of the limited partnership to the extent that the limited partnership cannot pay those debts or liabilities.