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Limited Partnerships Act 2008

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

78E: Situations not giving rise to control interests

You could also call this:

"When you don't have control over a partnership, even if you help with money or make decisions for others."

Illustration for Limited Partnerships Act 2008

You do not have a control interest in a partnership just because you lend money or provide financial services and someone gives you a control interest as security. You also do not have a control interest if you buy or sell a partnership interest for someone else as part of your job, like a stockbroker. If you are chosen to represent the partners at a meeting, or if you are appointed to vote for someone at a meeting, you do not have a control interest either, as long as you follow the rules. You do not have a control interest if you have the right to buy a partnership interest before anyone else, and all partners have the same right.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM6251668.

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78D: Extension of basic rule to interests held by other persons under control or acting jointly, or

"When someone else helps you control a partnership, it's like you're in charge too"

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78F: Registrar may require persons to disclose control interests and powers to get control interests, or

"Telling the Registrar who's in charge of a limited partnership"

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

78ESituations not giving rise to control interests

  1. A person (A) does not have a control interest in a partnership interest under section 78B merely because—

  2. the ordinary business of A consists of, or includes, the lending of money or the provision of financial services, or both, and A has the control interest only as security given for the purposes of a transaction entered into in the ordinary course of the business of A; or
    1. A is authorised to undertake trading activities on a licensed market and A acts for another person to acquire or dispose of the partnership interest on behalf of that person in the ordinary course of A's business of carrying out those trading activities; or
      1. A has been authorised by resolution of the limited partnership's partners (or class of partners) to act as their representative at a particular meeting of partners (or a class of partners), and a copy of the resolution is deposited with the limited partnership before the meeting; or
        1. A is appointed as a proxy to vote at a particular meeting of the limited partnership's partners (or a class of partners) and the instrument of A's appointment is deposited with the limited partnership before the meeting; or
          1. A is a partner of a limited partnership and the limited partnership's partnership agreement gives the partner pre-emptive rights on the transfer of the partnership interest, if all partners have pre-emptive rights on the same terms.

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