Limited partners

Who can be a limited partner in a limited partnership

Under the Limited Partnership Act 2008, any individual, New Zealand registered company, or other registered entity (including a limited partnership or overseas limited partnership) may be a limited partner of a limited partnership.

Limited partner liabilities

A limited partner is liable only for the debts and liabilities of the limited partnership to the value of their financial contribution — provided they have not been involved in the management of the limited partnership.

Please refer to Schedule 1 of the Limited Partnerships Act 2008 for a full list of activities that aren't considered to constitute taking part in the management of a limited partnership.

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.