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.

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.