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Limited Partnerships Act 2008

General - Name of limited partnership or overseas limited partnership

33: Liability if name of limited partnership incorrectly stated

You could also call this:

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

Illustration for Limited Partnerships Act 2008

If you issue or sign a document for a limited partnership, you need to make sure the partnership's name is correct. If the name is incorrect and the partnership cannot pay its debts, you might be liable for those debts. You will be liable unless you can prove the other person knew the partnership's real name when they got the document.

If you can prove this, or if the Court thinks it is not fair for you to be liable, then you will not have to pay the debts. You will only be liable if the Court decides it is just and equitable for you to pay. This means you could be responsible for the partnership's debts if the Court thinks it is fair.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139180.

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32: Name of limited partnership must include words limited partnership, or

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

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34: Registrar may object to name, or

"The Registrar can stop a name being used if it's not allowed by law."

Part 2General
Name of limited partnership or overseas limited partnership

33Liability if name of limited partnership incorrectly stated

  1. This section applies if—

  2. a document that evidences or creates a legal obligation of a limited partnership is issued or signed by or on behalf of the limited partnership; and
    1. the name of the limited partnership is incorrectly stated in the document.

      1. In a case to which this section applies, every person who issued or signed the document is liable to the same extent as the limited partnership if the limited partnership fails to discharge the obligation unless—

      2. the person who issued or signed the document proves that the person in whose favour the obligation was incurred was aware at the time the document was issued or signed that the obligation was incurred by the limited partnership; or
        1. the Court is satisfied that it would not be just and equitable for the person who issued or signed the document to be so liable.