General partners, requirements and disqualifications

Who can be a general partner in a limited partnership

A general partner is responsible for the day-to-day management of the limited partnership, and is liable — jointly and severally, with any other general partners and the limited partnership itself — for all the debts and liabilities incurred by the limited partnership.

General partner requirements for a limited partnership

The limited partnership must have at least one general partner that is one of the following:

  • An individual living in New Zealand or Australia, and if in Australia, that individual must be a director of an Australian company
  • A limited partnership that has at least one general partner who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia
  • A partnership governed by the Partnerships Act 1908 that has at least one general partner who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia
  • A New Zealand company registered under the Companies Act 1993
  • An overseas company registered under the Companies Act 1993 that has at least one director who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia.

All individuals who are general partners, or who are directors, partners, or general partners of a general partner, must meet certain qualification requirements.

Who can't be a general partner

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

  • A person who is under 18 years of age
  • A person who is an undischarged bankrupt
  • 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
  • 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
  • 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
  • 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 Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993
  • A person who is prohibited from one or more of the following, under an order made, or a notice given, in Australia:
    • being a director of an overseas company
    • being a promoter of an overseas company
    • being concerned or taking part in the management of an overseas company
  • A person who is prohibited from one or more of the following, under an order made, or a notice given, in Australia:
    • being a general partner of an overseas limited partnership
    • being a promoter of an overseas limited partnership
    • being concerned or taking part in the management of an overseas limited partnership
  • 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.

For more information refer to sections 19A and 19B of the Limited Partnerships Act 2008.

Limited Partnerships Act 2008 New Zealand Legislation

All help topics

Getting started on the register 5 guides

About limited partnerships, the roles and responsibilities of general and limited partners, and how to set up your online services account.

Searching the Limited Partnerships Registers 2 guides

Find out how to search the registers for information about New Zealand and overseas limited partnerships, and their current status.

About limited partnerships 6 guides

Limited partnerships are registered under the Limited Partnerships Act 2008. The registers of limited partnerships and overseas limited partnerships are administered by the NZ Companies Office.

Registering a limited partnership 3 guides

To register a limited partnership you must complete the application process and pay the registration fee.

Keeping limited partnership details up to date 9 guides

Once you've registered your limited partnership, you'll need to maintain the registration by filing annual returns and keeping partnership name, partner and address details up to date.

Deregistering a limited partnership 4 guides

If a limited partnership is terminated, or you ask for it to be deregistered, you must notify us so it can be removed from the register. The Registrar can also choose to deregister limited partnerships.

Restoring a limited partnership 3 guides

You can apply to the Registrar to have your limited partnership restored to the register. You'll need to provide evidence to support your application.

Forms and fees for limited partnerships (NZ) 3 guides

Forms you'll need to register your limited partnership or keep details up to date, and a schedule of fees payable.

Managing your online account 7 guides

Your online services account allows you to update and manage personal and organisation information from your online dashboard.

Overseas limited partnerships 10 guides

Overseas limited partnerships must apply to register within 10 working days of commencing business in New Zealand, and must meet annual filing requirements to remain registered.