New Zealand changes limited partnership requirements

One of the many changes New Zealand’s government is making to companies law came into force on 1 September – and it means both new and existing limited partnerships will need to check their compliance, says our NZ expert.

Businesses in New Zealand must now ensure they meet strict new resident general partner requirements to stay compliant in the country.

The Limited Partnerships Amendment Act came into force on 1 September 2014, and brought with it a number of important changes for limited partnerships designed to increase confidence in NZ’s financial markets and regulation of corporate forms.

The Act also introduces more stringent registration requirements and assists with NZ’s compliance with the Financial Action Task Force on Money Laundering (FATF) recommendations.

But it’s not just new partnerships that need to worry about this – the law affects existing limited partnerships, too, meaning all limited partnerships should check their compliance before the 180 day grace period expires.

The New Zealand Companies Office details all of the changes on its website, but some of the principal changes and related dates include:

Affects Change Timeframe
General partners

New resident general partner requirements

A Limited Partnership must now have at least one General Partner that is:

  • An individual living in NZ or Australia, and if Australia that individual must be a director of an Australian company. Australia is now an enforcement country, requiring directorship to be provided
  • A NZ company registered under the Companies Act 1993
  • An overseas company registered under the Companies Act 1993
  • New Limited Partnerships from 1 September 2014 must meet the new requirements
  • Existing Limited Partnerships have 180 days to comply

New qualification requirements for individuals who are general partners

These requirements are similar to the director qualifications in the Companies Act 1993 - i.e. the individual must be 18 years of age or over and cannot be an undischarged bankrupt

From 1 September 2014
General and Limited Partners Collection of Place of Birth for all individuals who are general and limited partners
  • New Limited Partnerships from 1 September 2014 are required to provide this information
  • Existing Limited Partnerships have 180 days to comply. The Registrar will use the March 2015 Annual Return to collect this information from existing limited partnerships providing that this information has not already been provided

The Registrar has investigative and removal powers that will allow it to:

  • Ascertain whether information provided to the Registrar is correct
  • Issue notes of inactivity or warning against a Limited Partnership in the register
  • Deregister a Limited Partnership in certain circumstances
  • Prohibit a person from being a general partner or promoter of a Limited Partnership in certain circumstances
From 1 September 2014

In July I wrote about the Companies and Limited Partnerships Amendment Bill that is going through the NZ parliament, looking to come into force around June 2015. This latest change to requirements is set to be followed by more.

Make sure you speak to a local expert if you’re doing business in NZ.

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