Register a Limited Partnership

What you need to know

Forming a Limited Partnership is as simple as completing the application form which includes certification by the General Partner or their Agent that the partnership agreement complies with the legislation and paying a registration fee.

Application for registration

Apply to register a Limited Partnership by completing a prescribed form (Form 1 Application for Registration of a Limited Partnership) and sending it to:

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

The application form requires the following information to be given:

• The proposed name of the Limited Partnership
• The certification from a general partner/agent that the partnership agreement complies with the Limited Partnerships Act
• Details of its registered office, address for service, postal address and email address
• Details of the General Partners
• Details of the Limited Partners
• Full name, postal address, email address, telephone number and facsimile of the presenter.

Each application must also be accompanied by:

• A prescribed form of consent signed by every General Partner or that person’s agent authorised to do so in writing, consenting to be a General Partner (Form 5 Consent form for General Partner)
• A fee of $NZ270 (Please make your cheque payable to 'Ministry of Economic Development').

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Further information

There is more information below that explains what you will need to supply to register a Limited Partnership.

Proposed name

The name of the Limited Partnership must include the words 'Limited Partnership' or the abbreviation 'LP' or 'L.P.' at the end of the name.

The Registrar must not register a Limited Partnership with a name –

1. the use of which would contravene an enactment; or
2. that is identical to, or almost identical to, the name of a company registered under the Companies Act 1993 or another Limited Partnership or an Overseas Limited Partnership registered under this Act; or
3. that, in the Registrar’s opinion, is offensive

Before you lodge your application for registration the Registrar strongly recommends that you conduct a free search to ensure that an identical or almost identical to the name of a Company, Limited Partnership or Overseas Limited Partnership that already exists on the register.  This will avoid delays in registration.

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How do I check that a name is not already being used?

Step one: Search the ‘Companies Register’

Visit www.companies.govt.nz and select Register Search.  Start with Quick Search at the top of the page then try a Standard Search using keywords from your proposed name.  This way you will conduct a more thorough search of company names that might already be using some keywords from your proposed name.

The Keyword Search, found at the bottom of the search page, is a good tool for checking for similar names.

Step two: Search the ‘Other Registers’

Visit www.companies.govt.nz and select Other Register Search.  From the list of registers displayed select Limited Partnerships and Overseas Limited Partnerships.  Start a Standard Search using keywords from your proposed name.  This way you will conduct a more thorough search of Limited Partnership names that might already be using some keywords from your proposed name.

The Keyword Search is a good tool for checking for similar names.

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Certification by General Partner/Agent

The General Partner/Agent must certify that the proposed partners of the Limited Partnership have entered into a partnership agreement and that it complies with the Limited Partnership Act 2008.

Limited Partnership addresses

A Limited Partnership must have:

• a registered office address
• an address for service
• a postal address and
• an email address.

All of these address types are mandatory.

The registered office address and address for service must be physical addresses in New Zealand ie cannot be a Private Bag, DX or a 'virtual office' (that is a mail/message collection point).  If the registered office and address for service is at the offices of any firm of chartered accountants or lawyers, or at the offices of any other person then full particulars are required eg name of firm including any particulars of the location in any building etc.

The postal address may be either a postal address or residential address.

Note

The registered office and address for service may be the same address.

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Certificate of Registration

The Registrar must issue a Certificate of Registration to the presenter of the application confirming that the Limited Partnership has been registered.

FAQs