NZ Limited Partnerships (NZLP)

A New Zealand Limited Partnership (NZLP) is a partnership registered in New Zealand under the Limited Partnerships Act 2008. Details of the NZLP is entered in the register of Partnerships, which is maintained by the Companies Office.

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NZLP Formation

We provide full formation and administration services for NZLP's including acting as a New Zealand resident General Partner.

There are a few criteria that have to be met with the formation of NZLP's:

  • NZLP's must have at least one general and one limited partner who cannot be the same person.
    • The general partner has an active management role and is responsible for the day to day management of the partnership business.
    • The Limited partner is generally a passive investor and cannot take part in active management of the partnership’s business.
    • A partner does not need to be a resident in New Zealand. It is fairly common that one or all of the partners reside outside New Zealand.
  • As opposed to the ordinary partnership, the liability of a limited partner is limited to the value of the limited partner’s capital contributions.
  • Liability of the general partners is much wider however this is often limited by the corporate personality of the general partner with limited assets and share capital.
  • The limited partnership enjoys a separate legal.
  • Any company or an individual can be a partner.
  • The legislation does not impose restrictions on what activities a NZLP can do.

 

NZLP's provide a flexible business structure that offers limited liability protection to its partners and a flow through tax treatment. NZLP’s have become popular amongst foreign investors due to their flexibility and discretionary tax treatment of foreign sourced income in the hands of the non-resident investors.