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Limited Partnerships Act 2008
General
Fiduciary obligations
50: Fiduciary obligations of limited partner excluded

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of fees used to recover costs of other Companies Office registers, etc 117Part 2 of Partnership Act 1908 repealed 118Orders revoked 119Companies Act 1993 amended 120Privacy Act 1993 amended 121Other consequential amendments 122Transitional provision for special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

50: Fiduciary obligations of limited partner excluded

You could also call this:

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

Illustration for Limited Partnerships Act 2008

If you are a limited partner in a limited partnership, you do not have to act in the best interests of the partnership or its partners, just because you are a limited partner. This is unless the partnership agreement says otherwise. You only have to follow what the partnership agreement says you must do as a limited 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=DLM1139203.

Topics:

Business > Starting a businessBusiness > Industry rules

49: General partner’s fiduciary obligations, or

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

51: Registration by entry in register, or

"Adding a limited partnership to the official list"

Part 2General
Fiduciary obligations

50Fiduciary obligations of limited partner excluded

Subject to the partnership agreement, a limited partner does not owe the limited partnership or any partner a fiduciary obligation in that person’s capacity as a limited partner.