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Limited Partnerships Act 2008

General - Registrar's powers to identify controllers of limited partnership

78B: Control interests in partnership interests (basic rule)

You could also call this:

"Who has control in a partnership and how they get it"

Illustration for Limited Partnerships Act 2008

You have a control interest in a partnership if you are a partner. You also have a control interest if you have a right to share in the partnership's assets, receive distributions, or get other benefits from the partnership. This is explained further in sections 78D to 78F.

You have a control interest if you can make decisions for the partnership or control who makes those decisions. You also have a control interest if you can buy or sell a partnership interest. It does not matter how you got this power or control.

If you have this power or control with someone else, you are both considered to have it. It also does not matter if there are any restrictions on this power or control. You can have this power or control even if you can only use it in the future or if you need to meet a condition first.

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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=DLM6251657.

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78A: Purpose of sections 78B to 78H, or

"Rules to help stop money laundering by knowing who controls limited partnerships"

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78C: Extension of basic rule to powers or controls exercisable through trust, agreement, etc, or

"Who's in charge of a limited partnership: considering all sources of power and control"

Part 2General
Registrar's powers to identify controllers of limited partnership

78BControl interests in partnership interests (basic rule)

  1. In sections 78D to 78F, a person has a control interest in a partnership interest if the person—

  2. is a partner; or
    1. has a right (other than under the partnership agreement) to any of the following:
      1. to share in the assets of the partnership:
        1. to receive a share of the distributions from the partnership:
          1. to receive a share of other benefits provided by the partnership to partners; or
          2. has the power to exercise, or to control the exercise of, any decision-making powers arising from the partnership interest (where that partnership interest relates to a general partner); or
            1. has the power to acquire or dispose of, or to control the acquisition or disposal of, all or part of a partnership interest (where that partnership interest relates to a general partner).

              1. Subsection (1) applies regardless of whether the power or control is express or implied, direct or indirect, legally enforceable or not, related to a particular partnership interest or not, exercisable presently or in the future, or exercisable alone or jointly with another person or persons (but a power to cast merely 1 of many votes is not, in itself, a joint power of this kind).

              2. Subsection (1) applies regardless of whether or not the power or control is or can be made subject to restraint or restriction or is exercisable only on the fulfilment of a condition.

              3. If 2 or more persons can jointly exercise a power, each of those persons is taken to have that power.

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              Notes
              • Section 78B: inserted, on , by section 25 of the Limited Partnerships Amendment Act 2014 (2014 No 47).