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Limited Partnerships Act 2008

General - Partners in limited partnership

19A: Qualifications of general partners: natural persons

You could also call this:

"Who can be a general partner in a limited partnership"

Illustration for Limited Partnerships Act 2008

To be a general partner of a limited partnership, you must be a natural person and not be disqualified. You are disqualified if you are under 18 years of age, an undischarged bankrupt, or subject to certain orders or prohibitions under various Acts, such as the Companies Act 1955 or the Companies Act 1993.

You can check the Companies Act 1993 to see if you are prohibited from being a director or promoter of a company under section 382, section 383, section 385, or section 385AA.

You are also disqualified if you are prohibited from being a director of a company under section 299(1)(b) of the Insolvency Act 2006, or from being concerned or taking part in the management of a company under section 299(1)(c) of the Insolvency Act 2006.

Additionally, you are disqualified if you are subject to a property order made under section 30 or section 31 of the Protection of Personal and Property Rights Act 1988.

You can be disqualified from being a general partner if you are prohibited from certain activities under the Financial Markets Conduct Act 2013 or the Takeovers Act 1993, or under a law of a prescribed country, State, or territory outside New Zealand.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM6251328.

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"The person in charge of a limited partnership"

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19B: Disqualified general partner still has duties or obligations under Act, or

"Even if you're not allowed to be a general partner, you still have to follow the rules if you act like one."

Part 2General
Partners in limited partnership

19AQualifications of general partners: natural persons

  1. A natural person who is not disqualified by subsection (2) is qualified to be appointed as a general partner of a limited partnership.

  2. The following persons are disqualified from being appointed or holding office as a general partner of a limited partnership:

  3. a person who is under 18 years of age:
    1. a person who is an undischarged bankrupt:
      1. a person who is subject to an order made under the Companies Act 1955 that continues to have effect prohibiting him or her from being a director or promoter of, or being concerned or taking part in the management of, a company within the meaning of that Act:
        1. a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, a company under section 382, 383, 385, or 385AA of the Companies Act 1993:
          1. a person who is prohibited from being a director of a company under section 299(1)(b) of the Insolvency Act 2006:
            1. a person who is prohibited from directly or indirectly being concerned, or taking part, in the management of a company under section 299(1)(c) of the Insolvency Act 2006:
              1. a person who is prohibited from being a general partner or promoter of, or being concerned or taking part in the management of, a limited partnership under section 103A, 103B, 103D, or 103E of this Act:
                1. a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Financial Markets Conduct Act 2013 or the Takeovers Act 1993:
                  1. a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:
                    1. being a director of an overseas company:
                      1. being a promoter of an overseas company:
                        1. being concerned or taking part in the management of an overseas company:
                        2. a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:
                          1. being a general partner of an overseas limited partnership:
                            1. being a promoter of an overseas limited partnership:
                              1. being concerned or taking part in the management of an overseas limited partnership:
                              2. a person who is subject to a property order made under section 30 or 31 of the Protection of Personal and Property Rights Act 1988.

                                Notes
                                • Section 19A: inserted, on , by section 7 of the Limited Partnerships Amendment Act 2014 (2014 No 47).
                                • Section 19A(2)(da): inserted, on , by section 101 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                                • Section 19A(2)(db): inserted, on , by section 101 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                                • Section 19A(2)(f): amended, on , by section 8 of the Limited Partnerships Amendment Act 2014 (2014 No 47).