About overseas limited partnerships

Overseas limited partnerships must register to carry on business in NZ

An overseas limited partnership must apply to register within 10 working days of commencing to carry on business in NZ.

Definition of 'carrying on business'

The concept of 'carrying on business' is not specifically defined in law. However, the Limited Partnerships Act 2008 deems an overseas limited partnership to be carrying on business in New Zealand if its activities include administering, managing or dealing with property in New Zealand as an agent, personal representative or trustee, whether through its employees or an agent or in any other manner.

Activities that, on their own, don't amount to 'carrying on business'

The following activities do not, on their own, amount to carrying on business:

  • Becoming a party to, or settling a legal proceeding, claim, or dispute in New Zealand.
  • Holding meetings involving partners or carrying on any internal activities in New Zealand.
  • Maintaining a bank account in New Zealand.
  • Selling property through an independent contractor in New Zealand.
  • Soliciting or procuring an order that becomes a binding contract only if the order is accepted outside New Zealand.
  • Creating evidence of a debt or creating a charge on property in New Zealand.
  • Collecting or securing debts or enforcing security rights in relation to those debts in New Zealand.
  • Conducting an isolated transaction that is completed within 31 days, where that transaction is not one of a number of similar transactions repeated from time to time.
  • Investing funds or holding property.
  • Being a partner in a limited partnership.

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

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.