Plain language law

New Zealand law explained for everyone

Limited Partnerships Act 2008

Overseas limited partnerships

114: Liquidation of overseas limited partnership

You could also call this:

"What happens when an overseas limited partnership is closed down in New Zealand"

Illustration for Limited Partnerships Act 2008

When an overseas limited partnership is being liquidated, some rules from the Companies Act 1993 apply. These rules help with the liquidation process, but some words are replaced to fit an overseas limited partnership. For example, "company" becomes "overseas limited partnership", "director" becomes "general partner", and "shareholders" becomes "partners".

You can apply to the Court to liquidate an overseas limited partnership, even if it is not registered in New Zealand. The Court can make decisions about the liquidation, and the liquidator must follow certain rules. The liquidator must state that the overseas limited partnership has stopped doing business in New Zealand and is ready to be removed from the register.

If you are a creditor of an overseas limited partnership, you still have the right to take action to get paid, even if the liquidator has been appointed. You can take action outside of New Zealand or in New Zealand, depending on the situation. The Governor-General can also make changes to the rules about liquidation by Order in Council, and any changes made will be published according to the Legislation Act 2019.

This text is automatically generated. It might be out of date or be missing some parts. Find out more about how we do this.

This page was last updated on

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM1139284.

Topics:
Business > Starting a businessBusiness > Industry rulesMoney and consumer rights > Banking and loans
Previous

113: Overseas limited partnership ceasing to carry on business in New Zealand, or

"What happens when an overseas business stops operating in New Zealand"

Next

115: Confidentiality of limited partner information, or

"Keeping limited partner information secret and private from the public."

Part 3Overseas limited partnerships

114Liquidation of overseas limited partnership

  1. Subject to subsection (3), Part 16 of the Companies Act 1993 (except sections 241(1) to (4), 268, and 313(4)) applies, with such modifications as may be necessary, in relation to the liquidation of an overseas limited partnership and as if references to—

  2. a company registered under that Act were references to an overseas limited partnership:
    1. a director were references to a general partner:
      1. shareholders or persons entitled to surplus assets under the constitution of a company and the Companies Act 1993 were references to partners:
        1. references to removal from the New Zealand register were references to ceasing to carry on business in New Zealand.

          1. An application may be made to the Court for the liquidation of an overseas limited partnership whether or not the overseas limited partnership—

          2. is registered under this Act; or
            1. has given public notice of an intention to cease to carry on business in New Zealand in accordance with section 113(1)(a); or
              1. has given notice to the Registrar of the date on which it will cease to carry on business in New Zealand in accordance with section 113(1)(b); or
                1. has been dissolved, or otherwise ceased to exist as a limited partnership, under or by virtue of the laws of any other country.

                  1. Section 257 of the Companies Act 1993 applies to the liquidation of an overseas limited partnership, but instead of making the statement required by section 257(1)(a)(ii)(C), the liquidator must state that the overseas limited partnership has ceased to carry on business in New Zealand and is ready to be removed from the register established under section 54(1)(b).

                  2. Nothing in the Companies Act 1993 as applied to overseas limited partnerships by this section excludes the right of a creditor of an overseas limited partnership to which a liquidator has been appointed—

                  3. to bring proceedings outside New Zealand against the overseas limited partnership or its general partners in relation to a debt not claimed in the liquidation, or to the balance of a debt remaining unpaid after the completion of the liquidation; or
                    1. to bring an action in New Zealand in relation to the balance of a debt remaining unpaid after the completion of the liquidation.

                      1. On the commencement of section 13 of the Insolvency (Cross-Border) Act 2006, the Governor-General may, by Order in Council, amend subsection (1) to omit the words the assets in New Zealand of.

                      2. An order made under subsection (5) is secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements).

                      Compare
                      Notes
                      • Section 114(1): amended, on , by clause 3 of the Limited Partnerships Act Amendment Order 2008 (SR 2008/172).
                      • Section 114(6): inserted, on , by section 3 of the Secondary Legislation Act 2021 (2021 No 7).