Partnership Law Act 2019

Relationship of partners to third persons and to each other - Relationship of partners to one another

55: Accountability of partners for private benefit

You could also call this:

"Partners must share benefits from partnership deals with each other"

If you are in a partnership, you need to share any benefits you get from the partnership with your partners. This means if you make money or get something valuable from a deal that involves the partnership, you must tell your partners about it. You also need to share any benefits you get from using things that belong to the partnership, like its property, name, or business connections.

You can't keep these benefits for yourself unless all your partners agree that it's okay. This rule is to make sure everyone in the partnership is treated fairly.

This rule still applies even if one of the partners has died and the partnership is being closed down. If you're a partner who is still alive, or if you're taking care of the affairs of a partner who has died, you still need to share any benefits you get from partnership deals during this time.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS206055.


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54: Duty of partners to provide accounts and full information on things affecting partnership, or

"Partners must share all information about the partnership with each other"


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56: Duty to account for profits of competing business, or

"Partners must share money from similar businesses they start without permission"

Part 3Relationship of partners to third persons and to each other
Relationship of partners to one another

55Accountability of partners for private benefit

  1. Every partner must account to the firm for a benefit that the partner obtains, without the consent of the other partners, from—

  2. any transaction concerning the partnership; or
    1. the partner’s use of the partnership property, name, or business connections.
      1. This section also applies to transactions undertaken after a partnership has been dissolved because of the death of a partner and before the affairs of the partnership have been completely wound up (where the transactions are undertaken either by a surviving partner or by the personal representatives of the deceased partner).

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