Limited Partnerships Act 2008

General - Capital contribution and partnership interest

37: Capital contribution

You could also call this:

"What you put into a limited partnership to help it grow, like money or property"

Illustration for Limited Partnerships Act 2008

When you are a partner in a limited partnership, your capital contribution is the share of assets you contribute or agree to contribute to the partnership. This can be assigned to you under section 38(2). Your capital contribution can be in many different forms, such as cash, a promise to pay, a contract to do work in the future, or property.

You can make your capital contribution according to the terms in the partnership agreement. This means you and the other partners can decide how and when you will contribute your share of assets.

If you lend money to the limited partnership, this is not considered a capital contribution.

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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=DLM1139185.

Topics:

Business > Starting a businessBusiness > Industry rules

36: Registrar may change name, or

"The Registrar can make a limited partnership change its name if it doesn't follow the rules."

38: Partnership interest, or

"What you own and are responsible for as a partner in a business"

Part 2General
Capital contribution and partnership interest

37Capital contribution

The capital contribution of a partner is the share of the assets contributed, or agreed to be contributed, by a partner to the limited partnership or assigned to a partner under section 38(2).
The capital contribution of a partner may take any form and may be cash, promissory notes, contracts for future services, or real or personal property, and may be made on terms (if any) as provided by the partnership agreement from time to time.
A loan by a partner to the limited partnership is not a capital contribution.