Overview of New Zealand Limited Partnerships.

Limited Partnerships (LP) were passed into law on 1 April 2008, and came into force on 1 May with the creation of the Limited Partnerships registry. Limited Partnerships may now be registered and maintained in the New Zealand Companies register. The legislation comprises two Acts, the Limited Partnerships Act and the Taxation (Limited Partnerships) Act.

The principal qualities of an LP are:

1. The LP has a separate legal personality.
2. The LP is registered in the New Zealand Companies Office (the partnership must keep its own register of members at its registered office).
3. The LP must have its registered office within New Zealand; however neither the Limited Partner nor the General Partner need be New Zealand resident.
4. Any legal person may be a General Partner or a Limited Partner.
5. General Partners may make a capital contribution to the LP, but this is not mandatory.
6. Overseas Limited Partnerships may register in New Zealand, but if the overseas Limited Partnership is treated as a separate legal entity under the laws of its country of origin, it will be treated as a company in New Zealand, and will be taxed as if it is a company. If the overseas LLP is not a separate legal entity, it will not gain legal personality by registering in New Zealand. These are anomalous rules, and it is hoped that they will be amended following further review by the Ministry of Economic Development.
7. SPs continue in force but they may not be renewed beyond their normal lifetime of seven years. The partnership may be continued by a successor LP, which succeeds to the assets and liabilities of the old SP.

What we do, continued

• Trustee Relationship
• Nature of an Exempt Trust
• International Aspects and Double Tax Agreement
• New Zealand Trust Structure
• New Zealand Tax Position
• Private Trustee Companies (PTC)
• New Zealand Limited Partnerships
• Confidentiality and Reporting Requirements