Objecting to deregistration

Objecting to the removal of a limited partnership from the register

Any person may object to the removal of a limited partnership from the register.

When to lodge an objection to deregistration

The objection must be lodged within the period stated in the public notice, and must be accompanied by copies of any evidence you have to support your claim.

If we receive no such notice, or the objection is withdrawn, we'll proceed to remove the limited partnership from the register.

Grounds for objection

The grounds for objecting to deregistration of a limited partnership include:

1. The limited partnership is still carrying on business, or there is proper reason for it to continue in existence

If you're objecting to a limited partnership's removal on this ground, you must provide sufficient evidence to prove that the limited partnership is still carrying on business, or that there's some proper reason that the limited partnership should continue to exist.

Evidence that a limited partnership is still carrying on business may include:

  • Copies of recent correspondence from limited partnership representatives which indicate that the limited partnership is still carrying on business
  • Copies of recent accounts showing that the limited partnership is still carrying on business
  • GST returns or other returns are up to date. For Income Tax Returns you must also state the filing date of this return.

2. The limited partnership is party to legal proceedings

If you're relying on this ground, you should provide copies of any relevant documents establishing that the limited partnership is involved (that is, named as a party) in legal proceedings.

Evidence may include:

  • Copies of Court documents establishing the limited partnership is party to legal proceedings
  • Details of Property Law Act notices
  • Matter number or reference from the Court.

3. The limited partnership is in liquidation

This can be confirmed by a search of the Limited Partnership Register. Otherwise, evidence of the appointment of a liquidator to the limited partnership should be provided.

4. You are a creditor, a partner, or a person who has an undischarged claim against the limited partnership

If an objection is made on this ground, we'll give notice to the person objecting that, unless notice of an application to the Court by that person for an order either preventing the limited partnership from being removed, or placing it in liquidation, is provided to us no later than 20 working days after the notice, we'll proceed with the removal.

5. You believe that there exists, and intend to pursue, a right of action on behalf of the limited partnership

If an objection is made on this ground, we'll give notice to the person objecting that, unless notice of an application to the Court by that person, for an order either preventing the limited partnership from being removed, or placing in liquidation, is provided to the Registrar no later than 20 working days after the notice, we'll proceed with the removal.

6. That for any reason it would not be just or equitable to remove the limited partnership from the register

If an objection is made on this ground, we'll give notice to the person objecting that, unless notice of an application to the court by that person for an order either preventing the limited partnership from being removed, or placing in liquidation, is provided to us no later than 20 working days after the notice, we'll proceed with the removal.

What happens to an objection accepted by the Registrar?

If evidence is supplied by the person objecting, the Registrar will grant a suspension to the removal of the limited partnership, allowing the applicant sufficient time to complete their dealings with the limited partnership.

Any objections granted under grounds 1, 2 and 3 will generally be given 120 working days. We'll then periodically review the objections, by writing to the applicant and asking them to reconfirm their objection to the removal of the limited partnership. If no confirmation is received, we'll proceed to remove the limited partnership from the register.

Any objection given under grounds 4, 5, 6 can only be given 20 working days, allowing the time needed to apply to the High Court to place the limited partnership in liquidation, or to apply for an order preventing the limited partnership from being removed. The Registrar cannot extend the period of suspension for any objections made under these grounds.

You need to have an online account

To lodge an objection online you must have:

  • a RealMe login
  • an online services account with the Limited Partnerships Registers.

RealMe logins and setting up your online services account

How to lodge an objection to deregistration

To lodge your written objection, and any evidence you have to support your claim, please use the 'Lodge Other Documents' service.

  1. Log in to your online services account.
  2. On the dashboard, either —
    • select the limited partnership from the 'My Businesses' list or
    • use the 'Search Business' option to search for the limited partnership.
  3. From the menu, select 'Maintain Limited Partnership' and choose 'Lodge Other Documents'.
  4. Select 'Objection to Deregistration' from the list of document types.
  5. Upload the document and click 'Submit'.
Log in and go to your online dashboard

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.