Limited Partnerships Act 2008

Schedule 1: Activities that do not constitute taking part in management of limited partnership

You could also call this:

"Things you can do in a limited partnership without being in charge"

Illustration for Limited Partnerships Act 2008

You are part of a limited partnership, which is a type of business. There are certain activities that do not mean you are taking part in managing the business. These activities are listed in the Limited Partnerships Act 2008, which is empowered by s 31(3).

You can take part in decisions about changing the partnership agreement or approving investments without being considered part of the management. You can also approve changes to employees or contractors, or changes to how the business operates.

You can do many other things without being part of the management, such as reviewing accounts, being a consultant or contractor, or discussing the business's direction. You can even bring a derivative action on behalf of the limited partnership, as allowed by the Act.

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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=DLM1187501.

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122: Transitional provision for special partnerships, or

"Rules for special partnerships that already existed when the law changed"

Schedule 2: Information to be contained in annual return, or

"What to include in a limited partnership's yearly report"

1Activities that do not constitute taking part in management of limited partnership Empowered by s 31(3)

The following is the list of activities that do not constitute taking part in the management of a limited partnership:

taking part in a decision about the variation or replacement of the partnership agreement:

taking part in a decision about whether to approve or veto investments proposed to be made by the limited partnership—

if the value of the investments would be more than half the value of the limited partnership’s assets before the investment; or
as a member of an advisory committee of the limited partnership:

approving (including doing so as a member of an advisory committee of the limited partnership)—

a change in the senior employees of a general partner or of the limited partnership; or
a change of contractors engaged by a general partner or the limited partnership:

approving (including doing so as a member of an advisory committee of the limited partnership) a change to the manner of operation of a general partner:

taking part in a decision about whether the general nature of the limited partnership business should change:

taking part in a decision about whether to dispose of the business of the limited partnership or to acquire another business:

taking part in a decision about whether a person should become or cease to be a partner:

taking part in a decision about whether the limited partnership should end or be terminated:

enforcing rights under the partnership agreement (unless those rights are to carry out management functions):

reviewing and approving the accounts of the limited partnership:

being engaged under a contract by the limited partnership or by a general partner of the limited partnership (unless the contract is to carry out management functions):

acting in the capacity as a director or employee of, or consultant or contractor to, or a shareholder in, a general partner that is a body corporate (including any right, to appoint or remove directors and employees, attached to shares held by a shareholder):

taking part in a decision to determine an actual or potential conflict of interest involving a partner (or partners) and the limited partnership:

discussing the strategic direction or financial prospects of the business of the limited partnership:

consulting or advising a general partner or general partners about the activities of the limited partnership or about its accounts (including doing so as a member of an advisory committee of the limited partnership):

acting as a director or employee of, or contractor to, any person in which the limited partnership has an interest:

bringing a derivative action on behalf of the limited partnership in accordance with this Act.