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Limited Partnerships Act 2008
General
Terminating events, liquidation, and deregistration
95: Distribution of surplus assets on liquidation

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of fees used to recover costs of other Companies Office registers, etc 117Part 2 of Partnership Act 1908 repealed 118Orders revoked 119Companies Act 1993 amended 120Privacy Act 1993 amended 121Other consequential amendments 122Transitional provision for special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

95: Distribution of surplus assets on liquidation

You could also call this:

"What happens to leftover assets when a limited partnership ends"

Illustration for Limited Partnerships Act 2008

When a limited partnership is liquidated, you need to pay all its debts and liabilities first. If there are any assets left over, these are called surplus assets. The surplus assets must be divided according to the partnership agreement, which is a document that outlines how the partnership will operate. If the partnership agreement does not say how to distribute the surplus assets, they will be divided among the partners based on how much capital each partner contributed. This rule applies even if the Companies Act 1993 says something different.

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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=DLM1139259.

Topics:

Business > Starting a businessBusiness > Industry rules

94: Actions stayed on liquidation, or

"Stopping court cases when a limited partnership is being wound up"

96: When Registrar must deregister limited partnership, or

"When a business is closed and its assets are sold, the Registrar must remove it from the list."

Part 2General
Terminating events, liquidation, and deregistration

95Distribution of surplus assets on liquidation

Notwithstanding anything in the Companies Act 1993, the surplus assets of the limited partnership (if any) after all of the limited partnership’s debts and liabilities have been paid must be divided—
in accordance with the partnership agreement; or
if the partnership agreement does not specify how surplus assets on liquidation must be distributed, among the partners in proportion to the capital contribution of each of them.