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Limited Partnerships Act 2008

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

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

You could also call this:

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

Illustration for Limited Partnerships Act 2008

The Registrar can ask you to share information about the people who control a limited partnership. You have to tell the Registrar about the control interests you have in the partnership and how you got them. The Registrar can also ask you to share information about other people who have control interests in the partnership.

The Registrar can ask you about powers you have to get control interests in the partnership, even if you do not have them yet. You only have to share information that you know about other people's control interests. This applies to all partnership interests, whether they have voting rights or not.

You have to share the information in the way the Registrar says, as set out in section 78H. If you do not share the information, you can get a fine of up to $10,000. The Registrar can ask partners in the limited partnership or people who have been named in previous disclosures for this information.

The Registrar is trying to find out who controls the limited partnership, as explained in section 78A. To work out if someone has the power to get a control interest, the Registrar uses sections 78B to 78E.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM6251669.

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78E: Situations not giving rise to control interests, or

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

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78G: Registrar may require disclosure about controllers or delegates of general partners, or

"The Registrar can ask for information about who's in charge of a limited partnership"

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

78FRegistrar may require persons to disclose control interests and powers to get control interests

  1. The Registrar (or a person authorised by the Registrar) may, by notice given after having regard to the purpose in section 78A, require a specified person to disclose full details of all (or any class of)—

  2. control interests that the specified person has in partnership interests of a limited partnership and of the circumstances that give rise to those control interests; or
    1. powers that the specified person has or may at any time have to acquire a control interest in partnership interests of a limited partnership and of the circumstances that give rise to that control interest; or
      1. control interests that any other person (who the specified person must identify by name and with current contact details) has in partnership interests of a limited partnership and of the circumstances that give rise to the other person's control interests.

        1. However, a matter referred to in subsection (1)(c) need only be disclosed to the extent to which it is known to the specified person required to make the disclosure.

        2. Subsection (1) applies regardless of whether the partnership interests referred to in subsection (1) have voting rights or not or are issued or yet to be issued.

        3. Sections 78B to 78E apply in determining whether or not a person has a power referred to in subsection (1)(b) (and for this purpose every reference in those sections to a control interest must be read as including a reference to the power to acquire a control interest).

        4. The person must disclose the information required under subsection (1) in accordance with any specifications under section 78H.

        5. For the purposes of this section, specified person, in relation to the limited partnership to which the requirement under subsection (1) relates, means—

        6. a partner in the limited partnership:
          1. a person named in a previous disclosure under subsection (5) as having a control interest in shares of the limited partnership.

            1. If a person fails to comply with subsection (5), he or she commits an offence and is liable on conviction to a fine not exceeding $10,000.

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