Limited Partnerships Act 2008

General - Name of limited partnership or overseas limited partnership

32: Name of limited partnership must include words limited partnership

You could also call this:

"A limited partnership's name must include 'limited partnership' or 'LP' to avoid confusion."

Illustration for Limited Partnerships Act 2008

When you have a limited partnership, its name must include the words "limited partnership" or the abbreviation "LP" or "L.P." at the end. You cannot use these words if you are not a limited partnership, as it might confuse people into thinking you are one. You must clearly state your limited partnership's name in all written communications and documents.

If your limited partnership's name has changed in the last 12 months, you must say so in any public notice, and give the old name. If you do not follow these rules, you can get a fine of up to $5,000. The same fine applies if you are a general partner of the limited partnership and it does not follow the rules.

You must not pretend to be a limited partnership if you are not one, or you will get a fine of up to $5,000. You can use abbreviations in your limited partnership's name, as long as they are not misleading, and as stated in section 33.

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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=DLM1139179.

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31: Liability of limited partner who does not take part in management of limited partnership, or

"What happens if you're a limited partner and don't help manage the business"

33: Liability if name of limited partnership incorrectly stated, or

"You might have to pay a limited partnership's debts if you get their name wrong on a document."

Part 2General
Name of limited partnership or overseas limited partnership

32Name of limited partnership must include words limited partnership

The name of a limited partnership must include the words limited partnership or the abbreviation LP or L.P. at the end of the name.
A person that is not a limited partnership must not use the words limited partnership or the abbreviation LP or L.P. in a way that suggests to a reasonable person that that person, or the business carried on by that person, is a limited partnership.
A limited partnership must ensure that its name is clearly stated in—
every written communication sent by, or on behalf of, the limited partnership; and
every document issued or signed by, or on behalf of, the limited partnership that evidences or creates a legal obligation of the limited partnership.

For the purposes of subsection (3) and section 33, a limited partnership may use a generally recognised abbreviation of a word or words in its name if it is not misleading to do so.
If, within the period of 12 months immediately preceding the giving by a limited partnership of any public notice, the name of the limited partnership was changed, the limited partnership must ensure that the notice states—
that the name of the limited partnership was changed in that period; and
the former name or names of the limited partnership.

If a limited partnership fails to comply with subsection (3) or (5),—
the limited partnership commits an offence and is liable on conviction to a fine not exceeding $5,000; and
every general partner of the limited partnership commits an offence and is liable on conviction to a fine not exceeding $5,000.

A person who contravenes subsection (2) commits an offence and is liable on conviction to a fine not exceeding $5,000.

Notes

Section 32(6)(a): amended, on 1 July 2013, by section 413 of the Criminal Procedure Act 2011 (2011 No 81).
Section 32(6)(b): amended, on 1 July 2013, by section 413 of the Criminal Procedure Act 2011 (2011 No 81).
Section 32(7): amended, on 1 July 2013, by section 413 of the Criminal Procedure Act 2011 (2011 No 81).