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Limited Partnerships Act 2008
General
Distributions to partners
43: Liability of general partner to repay unauthorised distribution

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of fees used to recover costs of other Companies Office registers, etc 117Part 2 of Partnership Act 1908 repealed 118Orders revoked 119Companies Act 1993 amended 120Privacy Act 1993 amended 121Other consequential amendments 122Transitional provision for special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

43: Liability of general partner to repay unauthorised distribution

You could also call this:

"General partners must pay back money if they break the rules and give out too much."

Illustration for Limited Partnerships Act 2008

If you are a general partner and you break the rules in section 41(1), you must pay back some of the money that was given out. This is the money that cannot be gotten back from the partner who received it. You have to repay this money because you did not follow the rules.

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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=DLM1139192.

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42: Solvency test, or

"Checking if a limited partnership has enough money to pay its debts"

44: Liability of partner to repay distribution, or

"Paying back money you got from a limited partnership if it can't pay its debts"

Part 2General
Distributions to partners

43Liability of general partner to repay unauthorised distribution

A general partner who breaches section 41(1) must repay so much of the distribution as is not able to be recovered from the partner to whom the distribution is made.