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Limited Partnerships Act 2008

General - Fiduciary obligations

49: General partner’s fiduciary obligations

You could also call this:

"General partners must be honest and fair with their partnership and share profits"

Illustration for Limited Partnerships Act 2008

If you are a general partner in a limited partnership, you have some important responsibilities. You must give the limited partnership and its partners accurate information about the partnership's business. You must also share any profits you make from the partnership's business or from using the partnership's name or property without their consent.

If you start a business that competes with the limited partnership's business without their consent, you must share any profits you make from that business with the limited partnership.

These responsibilities can be changed or removed if the partnership agreement says so, and you can find more information about similar rules in the Partnership Act 1908, specifically in sections 32, 33, and 34.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139202.

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"Telling a general partner something is the same as telling the whole partnership."

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50: Fiduciary obligations of limited partner excluded, or

"Limited partners don't have to act in the best interests of the partnership unless agreed."

Part 2General
Fiduciary obligations

49General partner’s fiduciary obligations

  1. A general partner must—

  2. render true accounts and full information of all things affecting the limited partnership to the limited partnership, to any partner, or to the legal representative of any of them; and
    1. account to the limited partnership for any profit derived by the general partner without the consent of the limited partnership from—
      1. any transaction concerning the limited partnership; or
        1. the use by the general partner of the name or of any property or business connection of the limited partnership; and
        2. account for and pay to the limited partnership any profit made by the general partner in a business if—
          1. the business is of the same nature, and competes with, the business of the limited partnership; and
            1. the business is carried on by the general partner without the consent of the limited partnership.

            2. The fiduciary obligations described in subsection (1) may be varied or excluded by the partnership agreement.

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