What a limited partnership is

The features of a limited partnership according to New Zealand law

Limited partnerships are a form of partnership involving general partners, who are liable for all the debts and liabilities of the partnership, and limited partners, who are liable to the extent of their capital contribution to the partnership.

Features of limited partnerships

Features of limited partnerships include:

  • separate legal personality
  • an indefinite lifespan, if desired
  • 'safe harbour activities' - defined activities that limited partners may involve themselves in while not participating in the management of the limited partnership
  • tax treatment for limited partnerships.

The registers of limited partnerships are administered by the New Zealand Companies Office.

Registration, maintenance and the filing of annual returns for limited partnerships are conducted online.

Partnership agreement

Every limited partnership must have a partnership agreement. This is an agreement between partners that establishes a limited partnership, and governs the terms and conditions of the partnership relationship.

Before registration can take place, the general partner, or their agent, must certify that the proposed partners of the limited partnership have entered into a partnership agreement that complies with the Limited Partnership Act 2008.

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.