Limited Partnership Agreement (New Zealand)
Date: [Agreement Date]
Partnership Name: [LP Name]
PARTIES
GENERAL PARTNER: [GP Name], of [GP Address] (NZBN: [GP NZBN]) (“General Partner”).
LIMITED PARTNER 1: [LP1 Name], of [LP1 Address] (“Limited Partner 1”).
ADDITIONAL LIMITED PARTNERS: [Additional Limited Partners]
The General Partner and Limited Partners are collectively referred to in this Agreement as the “Partners”.
BACKGROUND
The Partners wish to form a limited partnership to be registered under the Limited Partnerships Act 2008 (New Zealand) on the terms and conditions set out in this Agreement.
1. FORMATION AND REGISTRATION
1.1 The Partners agree to form and register a limited partnership under the Limited Partnerships Act 2008 (New Zealand) under the name “[LP Name]”.
1.2 The registered office of the Limited Partnership is [LP Registered Office], New Zealand.
1.3 The General Partner shall apply to register the Limited Partnership on the New Zealand Register of Limited Partnerships administered by the Registrar of Companies (Companies Office, Ministry of Business, Innovation and Employment) promptly after execution of this Agreement.
1.4 The Limited Partnership commences on [LP Commencement Date] (or such other date as may be determined by the General Partner).
1.5 The principal business of the Limited Partnership is: [LP Principal Business].
2. CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
2.1 The total committed capital of the Limited Partnership is NZD $[Total Capital], comprising the following capital commitments:
- General Partner ([GP Name]): NZD $[GP Capital Contribution]
- Limited Partner 1 ([LP1 Name]): NZD $[LP1 Capital Contribution]
2.2 Capital contributions shall be called by the General Partner on not less than [Call Period] business days’ written notice. Each Partner must pay their capital call within the notice period.
2.3 A capital account shall be maintained for each Partner. Each Partner’s capital account shall be credited with: (a) the Partner’s capital contributions actually paid; and (b) the Partner’s allocated share of net profits. Each Partner’s capital account shall be debited with: (a) the Partner’s allocated share of net losses; and (b) distributions made to the Partner.
2.4 No Partner may withdraw capital from the Limited Partnership except as expressly permitted by this Agreement or with the prior written consent of the General Partner (and, in the case of the General Partner’s own withdrawal, with the prior written consent of Limited Partners holding a majority of LP capital commitments).
3. PROFIT, LOSS, AND DISTRIBUTIONS
3.1 The net profits of the Limited Partnership shall be allocated as follows:
- General Partner ([GP Name]): [GP Profit Share]% of net profits
- Limited Partner 1 ([LP1 Name]): [LP1 Profit Share]% of net profits
3.2 Net losses shall be allocated in the same proportion as net profits, except that no Limited Partner shall be required to make any additional capital contribution as a result of net losses beyond their committed capital amount.
3.3 The General Partner shall be entitled to an annual management fee of [Management Fee], payable from the assets of the Limited Partnership in priority to distributions to Partners. The management fee is payable quarterly in arrear (or as otherwise agreed in writing).
3.4 Subject to the retention of adequate working capital and reserves as determined by the General Partner in its reasonable discretion, the General Partner shall make distributions to Partners [Distribution Frequency]. Distributions shall be made in the same proportion as capital account balances (or as otherwise determined by the General Partner).
3.5 No distribution shall be made to any Partner if the making of such distribution would result in the Limited Partnership being unable to pay its debts as they fall due.
4. GENERAL PARTNER’S ROLE AND AUTHORITY
4.1 The General Partner has unlimited liability for the debts and obligations of the Limited Partnership. The General Partner is responsible for the management and control of the Limited Partnership’s business and affairs.
4.2 Subject to section 4.3, the General Partner has full power and authority to manage the Limited Partnership’s business, including the power to: (a) enter into contracts on behalf of the Limited Partnership; (b) acquire and dispose of assets; (c) borrow money and grant security over the Limited Partnership’s assets; (d) appoint and dismiss employees and agents; (e) maintain the Limited Partnership’s books and records; and (f) do all other things necessary or desirable for the conduct of the Limited Partnership’s business.
4.3 The following matters require the prior written consent of Limited Partners holding at least 75% of LP capital commitments: (a) any amendment to this Agreement; (b) any change to the principal business of the Limited Partnership; (c) the admission of a new General Partner or Limited Partner; (d) any merger, amalgamation, or dissolution of the Limited Partnership; and (e) any transaction between the Limited Partnership and the General Partner or any related party of the General Partner.
4.4 The General Partner shall maintain adequate books and financial records of the Limited Partnership in accordance with generally accepted accounting principles in New Zealand and shall provide Limited Partners with annual financial statements within 90 days of the end of each financial year.
4.5 The General Partner owes fiduciary duties to the Limited Partners, including duties of loyalty, good faith, and care, as required by the Limited Partnerships Act 2008.
5. LIMITED PARTNERS’ ROLE AND LIMITED LIABILITY
5.1 Limited Partners have limited liability for the debts and obligations of the Limited Partnership. Each Limited Partner’s liability is limited to the amount of their committed capital contribution under section 2.1 of this Agreement, as provided by the Limited Partnerships Act 2008.
5.2 Limited Partners must not participate in the management or control of the Limited Partnership’s business. If a Limited Partner participates in management, they may lose limited liability protection under section 29 of the Limited Partnerships Act 2008.
5.3 Limited Partners are entitled to: (a) receive distributions in accordance with clause 3 of this Agreement; (b) inspect the books and records of the Limited Partnership on reasonable notice; (c) receive annual financial statements; and (d) receive notices of meetings and vote on matters reserved for Limited Partner approval under clause 4.3.
5.4 A Limited Partner may transfer their limited partnership interest with the prior written consent of the General Partner (not to be unreasonably withheld). Any transferee must execute a deed of accession agreeing to be bound by the terms of this Agreement.
6. TERM AND DISSOLUTION
6.1 The Limited Partnership shall continue for [Partnership Term] [Term End Date], unless earlier dissolved.
6.2 The Limited Partnership may be dissolved: (a) at the end of the term (if a fixed term); (b) by unanimous written agreement of all Partners; (c) on the insolvency, bankruptcy, or death of the sole General Partner (unless a replacement General Partner is appointed within 90 days); or (d) by order of the High Court of New Zealand.
6.3 On dissolution, the assets of the Limited Partnership shall be applied in the following order: (a) payment of creditors; (b) repayment of capital contributions (in proportion to capital account balances); and (c) distribution of any surplus to Partners in proportion to their profit-sharing ratios.
6.4 On dissolution, the General Partner shall apply to the Registrar of Companies to remove the Limited Partnership from the Register of Limited Partnerships in accordance with section 54 of the Limited Partnerships Act 2008.
7. DISPUTE RESOLUTION
7.1 If any dispute arises between the Partners in connection with this Agreement or the Limited Partnership, the Partners shall first attempt to resolve the dispute by good faith negotiation for a period of 30 days from written notice of the dispute.
7.2 If the dispute is not resolved within 30 days, it shall be referred to [Dispute Resolution].
7.3 Nothing in this clause prevents any Partner from seeking urgent interlocutory relief from a New Zealand court.
8. GENERAL PROVISIONS
8.1 Governing Law. This Agreement is governed by the laws of New Zealand, including the Limited Partnerships Act 2008, the Partnership Law Act 2019, the Contract and Commercial Law Act 2017, and the Companies Act 1993 (as applicable). The Partners submit to the non-exclusive jurisdiction of the courts of New Zealand.
8.2 Income Tax. The Limited Partnership is a flow-through entity for New Zealand income tax purposes under the Income Tax Act 2007. Each Partner is responsible for their own income tax obligations on their share of partnership income. The General Partner shall provide each Partner with the information necessary to complete their tax returns.
8.3 GST. If the Limited Partnership is registered for GST under the Goods and Services Tax Act 1985, the Limited Partnership shall comply with its GST obligations. The current GST rate in New Zealand is 15%.
8.4 Entire Agreement. This Agreement constitutes the entire agreement of the Partners in respect of the Limited Partnership and supersedes all prior negotiations, representations, and agreements.
8.5 Amendment. This Agreement may only be amended by a written instrument signed by all Partners or by the Partners holding the requisite approval threshold under clause 4.3.
8.6 Severability. If any provision of this Agreement is void, voidable, or unenforceable, it shall be severed and the remaining provisions shall continue in full force.
8.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and together shall constitute a single agreement.
EXECUTION
SIGNED as a deed by the parties on the date set out above.
GENERAL PARTNER: [GP Name]
Address: [GP Address]
LIMITED PARTNER 1: [LP1 Name]
Address: [LP1 Address]
General Partner
________________
Signature
Limited Partner 1
________________
Signature
What Is a Limited Partnership Agreement (New Zealand)?
A New Zealand Limited Partnership Agreement is a legally binding contract between a General Partner (GP) and one or more Limited Partners (LPs) that governs the formation, operation, and dissolution of a limited partnership registered under the Limited Partnerships Act 2008 (New Zealand). Limited partnerships are a popular business structure in New Zealand for investment funds, private equity, venture capital, real estate investment, and joint ventures because they combine the management flexibility of a general partnership with the limited liability protection available to passive investors.
Under the Limited Partnerships Act 2008, a limited partnership must be registered on the New Zealand Register of Limited Partnerships administered by the Registrar of Companies (Companies Office, MBIE). Once registered, the limited partnership is a separate legal entity distinct from its partners. The General Partner manages the business and affairs of the limited partnership and has unlimited personal liability for its debts and obligations. Limited Partners contribute capital but must not participate in management; in exchange, their liability for the debts of the limited partnership is limited to the amount of their committed capital contribution.
For income tax purposes, limited partnerships are flow-through entities under the Income Tax Act 2007. Each partner is allocated their share of the limited partnership’s income, losses, deductions, and credits and is taxed at their own marginal rate. This flow-through treatment is a key advantage of the limited partnership structure, as tax losses can be passed through to partners (subject to the at-risk and loss limitation rules). The Partnership Law Act 2019 supplements the LPA 2008 for aspects of the partnership relationship not expressly covered.
A well-drafted Limited Partnership Agreement is the foundation of any limited partnership. It sets out the partners’ rights, obligations, and economic entitlements, including capital contributions and accounts, profit and loss allocation, management fee, distributions, the General Partner’s authority and fiduciary duties, restrictions on Limited Partners’ management participation, transfer restrictions, and the mechanism for dissolution. The agreement should be tailored to the specific investment strategy and commercial objectives of the partnership.
When Do You Need a Limited Partnership Agreement (New Zealand)?
A New Zealand Limited Partnership Agreement is needed in a range of commercial and investment situations. The following are common circumstances in which a limited partnership and a corresponding agreement are appropriate.
Investment funds and private equity: Limited partnerships are the dominant structure for New Zealand investment funds, private equity funds, and venture capital funds. The General Partner (typically the fund manager) manages the fund’s investments while Limited Partners (institutional and high-net-worth investors) contribute capital and receive returns. The limited partnership structure provides Limited Partners with limited liability and flow-through taxation, making it tax-efficient for a diverse investor base.
Real estate investment: Limited partnerships are commonly used for real estate investment syndicates and co-investment vehicles in New Zealand. A General Partner manages the acquisition, development, and disposal of property assets while Limited Partners contribute equity capital and share in rental income and capital gains.
Family investment vehicles: High-net-worth families use limited partnerships to pool and manage family investment capital, taking advantage of flow-through taxation and the ability to allocate income and losses among family members at different tax rates.
Joint ventures: When two or more parties wish to collaborate on a specific project with defined capital contributions, profit sharing, and exit provisions, a limited partnership can be a suitable joint venture vehicle.
Entrepreneur and investor relationships: Where an entrepreneur (General Partner) has a business opportunity and requires capital from passive investors (Limited Partners), a limited partnership provides a clear legal and economic framework for the relationship.
At the time of registration: A Limited Partnership Agreement must be in place before the limited partnership is registered with the Companies Office under the Limited Partnerships Act 2008. Registration is a legal requirement for the limited partnership to exist as a separate legal entity and for Limited Partners to enjoy limited liability.
What to Include in Your Limited Partnership Agreement (New Zealand)
A thorough New Zealand Limited Partnership Agreement should include the following key elements.
Formation and registration details: The name of the limited partnership (which must end with “Limited Partnership” or “LP”), the registered office address, the commencement date, and the principal business activity. The agreement should confirm the obligation to register with the Companies Office under the Limited Partnerships Act 2008.
Partner details: Full legal names, addresses, and NZBN numbers of the General Partner and all Limited Partners.
Capital contributions and accounts: The committed capital of each partner, the mechanism for capital calls (including notice periods), the maintenance of individual capital accounts, and restrictions on capital withdrawals.
Profit, loss, and distribution provisions: The percentage of net profits and losses allocated to each partner, the General Partner’s carried interest (typically 20% in investment funds), the annual management fee, and the frequency and priority of distributions. A common distribution waterfall returns capital to Limited Partners before the General Partner receives its carried interest.
General Partner authority: A thorough description of the General Partner’s management powers and any matters reserved for Limited Partner approval (such as amendments to the agreement, major asset disposals, or related-party transactions).
Limited liability protections: Confirmation of the limited liability of Limited Partners and the prohibition on Limited Partners participating in management, consistent with section 29 of the Limited Partnerships Act 2008.
Tax and GST provisions: Acknowledgment of the flow-through income tax treatment under the Income Tax Act 2007 and GST obligations under the Goods and Services Tax Act 1985.
Term and dissolution: The duration of the limited partnership (fixed or perpetual), the grounds for early dissolution, and the order of distribution of assets on winding up.
Dispute resolution: A mechanism for resolving disputes between partners, such as mediation followed by arbitration under the Arbitration Act 1996.
Governing law: Confirmation that the agreement is governed by the laws of New Zealand. The forms-legal.com Limited Partnership Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Limited Partnership Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/corporate/limited-partnership-agreement-new-zealand
"Limited Partnership Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/corporate/limited-partnership-agreement-new-zealand.
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author = {{Forms Legal}},
title = {Limited Partnership Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/corporate/limited-partnership-agreement-new-zealand}},
note = {Free legal document template. Based on Partnership Act 2019}
}
Frequently Asked Questions
Limited partnerships in New Zealand are governed primarily by the Limited Partnerships Act 2008 (LPA 2008). The LPA 2008 establishes the framework for forming, registering, and operating limited partnerships, including the rules on General Partner authority and unlimited liability, Limited Partner limited liability, registration on the New Zealand Register of Limited Partnerships (administered by the Companies Office), and the obligations of partners. The Partnership Law Act 2019 (which replaced the Partnership Act 1908) also applies to aspects of the partnership relationship not covered by the LPA 2008. Limited partnerships are flow-through entities for income tax purposes under the Income Tax Act 2007, meaning each partner is taxed on their share of partnership income at their own marginal rate. The Goods and Services Tax Act 1985 applies if the partnership is GST-registered. Limited partnership agreements are also subject to the general contract law rules in the Contract and Commercial Law Act 2017.
In a New Zealand limited partnership formed under the Limited Partnerships Act 2008, there are two categories of partners with fundamentally different roles and liabilities. The General Partner (GP) is responsible for managing the limited partnership’s business and affairs and has unlimited personal liability for all debts and obligations of the limited partnership. The GP typically contributes management expertise rather than capital, although it may also contribute capital. The Limited Partners (LPs) contribute capital but must not participate in the management or control of the limited partnership’s business. In exchange for this restriction, Limited Partners have limited liability: they are only liable for the debts of the limited partnership up to the amount of their committed capital contribution. If a Limited Partner participates in management, section 29 of the Limited Partnerships Act 2008 provides that they may lose their limited liability protection and become personally liable as if they were a general partner. This distinction makes the limited partnership structure attractive for investment funds, where investors want limited liability and passive returns while the fund manager (GP) runs the business.
A limited partnership must be registered on the New Zealand Register of Limited Partnerships before it can operate. Registration is managed by the Registrar of Companies at the Companies Office (part of MBIE) through the online portal at www.companiesoffice.govt.nz. To register, the General Partner must submit an application including: the name of the limited partnership (which must end with “Limited Partnership” or “LP”); the address of the registered office; the names and addresses of the General Partner(s) and Limited Partner(s); the name and contact details of an agent for service; and an executed limited partnership agreement. Once registered, the limited partnership receives a New Zealand Business Number (NZBN) and is legally recognised. The General Partner must file annual returns and notify the Companies Office of any changes to the partnership details. Failure to register means the limited partnership does not exist as a legal entity and the limited liability protection for Limited Partners does not apply.
New Zealand limited partnerships are flow-through entities for income tax purposes under the Income Tax Act 2007. This means the limited partnership itself does not pay income tax. Instead, each partner is allocated their share of the limited partnership’s income, losses, deductions, and credits and is taxed at their own marginal rate. New Zealand resident partners include their share of partnership income in their own income tax returns filed with Inland Revenue (IR). The flow-through treatment is a significant advantage because it allows tax losses to be passed through to partners, who may be able to offset them against other income (subject to the at-risk and loss limitation rules for limited partnerships under the Income Tax Act 2007). The General Partner must provide each partner with the information necessary for them to complete their income tax returns, including their share of partnership income or loss. If the limited partnership makes supplies subject to the Goods and Services Tax Act 1985, it must register for GST if its turnover exceeds the NZD $60,000 registration threshold. The current GST rate is 15%.
Yes, a limited partner can transfer their limited partnership interest, but the transfer is subject to the terms of the limited partnership agreement and the Limited Partnerships Act 2008. Typically, a limited partnership agreement will require the prior written consent of the General Partner for any transfer of a limited partnership interest. This is to require that new limited partners are suitable and that the transfer does not create adverse tax or regulatory consequences for the partnership. The Limited Partnerships Act 2008 provides that a transferee of a limited partnership interest does not become a limited partner with full rights unless they are admitted as a limited partner in accordance with the partnership agreement and the Companies Office register is updated to reflect the change. Until the transferee is admitted as a limited partner, they may only be entitled to receive distributions but do not have voting or other partner rights. Any transferee should execute a deed of accession to the limited partnership agreement to formally assume the rights and obligations of the transferring limited partner. The General Partner must notify the Companies Office of any change in the identity of the limited partners.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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