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Limited Partnerships Act 2008
General
Distributions to partners
40: Distribution must be authorised

Part 1:
Preliminary provisions

3Purpose of Act 4Interpretation 5Act binds the Crown

Part 2:
General

Part 3:
Overseas limited partnerships

104Overseas limited partnership must register 105Meaning of carrying on business 106Validity of transactions not affected 107Application for registration 108Registration of overseas limited partnership 109Use of name by overseas limited partnership 110Notification of changes relating to overseas limited partnership 111Rectification or correction of name or address of person authorised to accept service 112Annual return of overseas limited partnership 113Overseas limited partnership ceasing to carry on business in New Zealand 114Liquidation of overseas limited partnership

Part 4:
Miscellaneous

115Confidentiality of limited partner information 116Regulations 116AValidation of fees used to recover costs of other Companies Office registers, etc 117Part 2 of Partnership Act 1908 repealed 118Orders revoked 119Companies Act 1993 amended 120Privacy Act 1993 amended 121Other consequential amendments 122Transitional provision for special partnerships

Schedule 1:
Activities that do not constitute taking part in management of limited partnership

Schedule 2:
Information to be contained in annual return

Limited Partnerships Act 2008

General - Distributions to partners

40: Distribution must be authorised

You could also call this:

"Partners must agree in writing before giving out money or assets."

Illustration for Limited Partnerships Act 2008

When you are in a limited partnership, you need to follow some rules. If the partnership wants to give out some of its money or assets, this is called a distribution. A distribution must be okayed in writing by each general partner.

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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=DLM1139189.

Topics:

Business > Starting a businessBusiness > Industry rules

39: Meaning of distribution, or

"What 'distribution' means: when a limited partnership gives money, property, or discounts to its partners"

41: Distribution must not be authorised unless limited partnership solvent, or

"Don't pay partners if the business can't afford to pay its debts."

Part 2General
Distributions to partners

40Distribution must be authorised

A distribution must be authorised in writing by each general partner.