Terminating a limited partnership

When and how a limited partnership can be terminated

There are a number of reasons why a limited partnership might be terminated.

Grounds for terminating a limited partnership

A limited partnership can be terminated under the following circumstances.

  • The occurrence of an event, or the expiry of a period of time after which, under the partnership agreement, the limited partnership terminates.
  • A resolution is made by the limited partnership that the limited partnership be terminated.
  • The limited partnership has either no general, or limited partners, for more than 10 working days.
  • The limited partnership agreement has lapsed for 10 working days or more.

Applying to deregister a limited partnership

Liquidation options

When a termination event occurs, the limited partnership may, by resolution, appoint a liquidator to the limited partnership.

Alternatively, a general partner, limited partner, creditor, or the Registrar may make application to the Court to place the limited partnership in liquidation.

A liquidator must be a licensed insolvency practitioner.

The limited partnership is deregistered at the completion of the liquidation.

Liquidation documents

Any liquidator appointed following a terminating event must file a notice of their appointment with us before the end of the next working day following their appointment.

Please use this Notice of Appointment form to file your appointment with us.

Notice of appointment of liquidator PDF, 171 KB opens in a new window

Liquidators must also prepare and send us regular reports on the conduct of the liquidation.

Appointment and responsibilities of liquidators Companies Register

All documents are uploaded via the 'Lodge External Administration Documents' service.

  1. Log in to your online services account.
  2. On the dashboard, select the limited partnership from your 'My Businesses' list.
  3. Select 'Maintain Limited Partnership' and choose 'Lodge External Administration Documents'.
  4. Choose the relevant document category and type.
  5. Upload the document and click 'Submit'.

Log in and go to your online dashboard

The liquidation provisions of the Companies Act 1993 that apply

The liquidation provisions outlined in Part 16 of the Companies Act 1993 — with the exception of sections 241(1) to (4), 268 and 314(4) — apply to liquidation of a limited partnership, as if references to:

  • a company registered under that Act were references to a limited partnership
  • a director were references to a general partner
  • shareholders or persons entitled to surplus assets under the constitution of a company under the Companies Act 1993 were references to a partner
  • the board were references to the general partners.

Companies Act 1993 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.