New requirements for New Zealand Limited Partnerships
By Meryl Duval, Morrison Kent
Recent changes to the law mean that all new and existing New Zealand Limited Partnerships must now have at least one general partner resident in New Zealand. While all Limited Partnerships registered since 1 September 2014 are already under the new regime, those registered prior to 1 September 2014 now only have until 28 February 2015 to comply.
To ensure ongoing statutory compliance, at least one general partner must now be:
- An individual living in New Zealand or Australia (the only enforcement country prescribed), and if living in Australia also a director of an Australian company;
- A New Zealand company registered under the Companies Act; or
- An overseas company registered under the Companies Act and having at least one director living in New Zealand or Australia.
Limited Partnerships registered prior to 1 September 2014 must now also provide in their 2015 Annual Return (or as and when required by the Registrar of Companies):
- The full name, residential address, and place and date of birth of every individual who is a general partner or limited partner; and
- The name and address of every general partner and limited partner which is not an individual.
Once provided, these details will now be searchable on the Limited Partnerships Register as opposed to only minimal details of the general partner previously available online.
The Registrar now also has greater powers to investigate and remove non-compliant Limited Partnerships. These new powers are far reaching and extend to prohibiting individuals from being a promoter or general partner of a Limited Partnership (for up to 10 years) where for example the Limited Partnership ceases to carry on business or is put into liquidation due to being insolvent.
To avoid the draconian consequences of non-compliance, it is advisable for all Limited Partnerships, not already under the new regime, to take the necessary steps to transition by 28 February 2015.
Meryl Duval, Associate
Morrison Kent, Auckland, Wellington, New Zealand
T: (09) 9155436
published: February 2015