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Restore a Limited Partnership to the register

An application can be made to the Registrar to restore a Limited Partnership to the register.

The General/Limited Partner, liquidator/receiver or creditor of the Limited Partnership should complete (Form 7 Application for restoration of a Limited Partnership) and sending it to:

Companies Office
Northern Business Centre
Private Bag 92061
Victoria Street West
Auckland 1142

The form requires the following information to be given:

The name of the Limited Partnership and registration number
The full name and address of the applicant
State the reasons for restoration
Full name, postal address, email address, telephone number and facsimile of the presenter .

The form must be signed by the applicant.

The form must also be accompanied by:

Any outstanding annual returns (if applicable)
A copy of the public notice.

Note

The documents should be sent to the Registrar as soon as possible after public notice has been given.

How is your application processed?

A restoration application can be made by a General Partner, Limited Partner, creditor, liquidator or receiver.

If the application is being made by a General or Limited Partner and the Limited Partnership has outstanding annual returns, the General Partner must ensure that any outstanding annual return(s) are filed before the Limited Partnership can be restored to the register (Form 3 Annual Return form).

If the application is being made by a creditor, liquidator or receiver, the applicant needs only to complete the restoration application form as they do not have the authority to file the annual returns.

The applicant is required to give public notice of the intended restoration and provide a period of 20 working days for any objections to be made by the public. The notice must be published in both a local newspaper and the New Zealand Gazette. The Gazette is published every Thursday and the cut off date for the advertisements in some cases is four working days before publication.

If no objection to the restoration is received within the time period, the Limited Partnership will be restored to the register as soon as possible after the objection period has expired (generally restoration occurs the next working day).

If an objection is received to the restoration, the Limited Partnership cannot be restored and the applicant could consider applying to the High Court for an order to restore the Limited Partnership to the register.
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Important note

If, during the time a Limited Partnership is off the register, another Limited Partnership or Overseas Limited Partnership or company is registered under an identical or almost identical name, the applicant for restoration will have to change the name of the Limited Partnership immediately upon restoration. (Form 4 Change of name of a Limited Partnership)

When is a Limited Partnership restored to the register?

A Limited Partnership is restored to the register when the Registrar enters the name on the register. A Limited Partnership that is restored to the register is deemed to have continued in existence as if it has not been removed from the register.

How do I object to the restoration of a Limited Partnership?

A person may object to the restoration of a Limited Partnership by written request to the Registrar and sending it to:

Companies Office
Northern Business Centre
Private Bag 92061
Victoria Street West
Auckland 1142

The Registrar requires that you provide details of your objection. The objection must be lodged within the objection period stated in the public notice. The objection must also be accompanied by copies of any evidence to support your claim.
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Important note

If an objection is received to the restoration, the Limited Partnership cannot be restored and the applicant could consider applying to the High Court to restore the Limited Partnership to the register.

What happens to assets that remain in the name of a removed Limited Partnership after its removal?

The Limited Partnerships assets vest in the Crown under the Limited Partnerships Act where they are described as bona vacantia [ownerless goods (Lat)].

The Crown is represented by the Treasury in this instance to which initial inquiries should be directed (PO Box 3724 Wellington). On restoration, the assets re-vest without formality in the Limited Partnership as if it had not been removed.

Can the assets of a removed Limited Partnership by liquidation be dealt with, without having to restore the company?

Yes. In some instances, as with money in a bank account or shares in a Limited Partnership, the Crown has power of disposal, so the person interested should write to the Treasury, PO Box 3724 Wellington.

What if removal followed completion of the Limited Partnership’s liquidation?

The Limited Partnership can be restored by making an application to the High Court with the consent of the liquidator. Application has to be made for the liquidator’s final report to be cancelled in order to re-open the liquidation to deal with the matter at hand, as without this step, there would be no-one empowered to act for the Limited Partnership. If the liquidator does not give consent, the applicant would have to request the High Court to appoint a replacement who was willing to act.
If such an application is under consideration, you should write to The Registrar setting out the circumstances for review. The address for The Registrar is:

The Registrar
Private Bag 92061
Victoria Street West
Auckland 1142