Application for registration

Apply to register an Overseas Limited Partnership by completing a prescribed form (Form 9 Application for Registration of an Overseas 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 Overseas Limited Partnership
• Country of origin (home jurisdiction)
• Date of commencement of business in New Zealand
• Details of its overseas registered office in its home jurisdiction
• Details of its principal place of business in New Zealand
• Details of the person resident or incorporated in New Zealand who is authorised to accept service of documents for the Overseas Limited Partnership
• Postal address and email address
• Details of the General Partners
• Full name, postal address, email address, telephone number and facsimile of the presenter.

The application must be signed by or on behalf of the Overseas Limited Partnership

Each application must also be accompanied by:

• Evidence of formation in its home jurisdiction eg Certificate of Incorporation
• A fee of $NZ270 (Please make your cheque payable to 'Ministry of Economic Development').

Further information

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

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Proposed name

The name of the Overseas Limited Partnership must be identical to the name of the Limited Partnership registered in its home jurisdiction.

The Registrar must not register an Overseas 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 / 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 very good tool for checking for similar names.

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Country of origin (home jurisdiction)

This is the country in which the Overseas Limited Partnership is formed or incorporated eg (home jurisdiction).

Date of commencement of business in New Zealand

This is the date on which the Overseas Limited Partnership commenced to carry on business in New Zealand.

An Overseas Limited Partnership must apply for registration within ten working days of commencing to carry on business.

An Overseas Limited Partnership that was carrying on business in New Zealand before the Limited Partnerships Act 2008 came into force must register within three months of the Act’s commencement.

Overseas Limited Partnership addresses

An Overseas Limited Partnership must provide details of its overseas registered office in its home jurisdiction.  The principal place of business and address of person authorised to accept service must be a physical address in New Zealand ie cannot be a Private Bag, DX or a 'virtual office' (that is a mail or message collection point).  The postal address may be either a postal address or residential address.

The purpose of having a person authorised to accept service in New Zealand is to assist New Zealand creditors by providing a local contact to accept documents on behalf of the Overseas Limited Partnership.

Certificate of Registration

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

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Which Overseas Limited Partnerships must register in New Zealand?

All Overseas Limited Partnerships intending to carry on business in New Zealand must register within ten working days of commencing to carry on business.

What is meant by 'carrying on business'?

Carrying on business is not specifically defined.  However the Limited Partnerships Act includes the concept that an Overseas Limited Partnership is carrying on business in New Zealand if its activities include:

• Administering, managing or dealing with property in New Zealand as an agent, personal representative or trustee, and whether through its employees or an agent or in any other manner:

The following activities do not, on their own, amount to carrying on business:

• Becoming a party to or settling a legal proceeding, claim, or dispute in New Zealand
• Holding meetings of its partners in New Zealand or carrying on any internal activities in New Zealand
• Maintaining a bank account in New Zealand
• Selling property through an independent contractor in New Zealand
• Solicits or procures an order that becomes a binding contract only if the order is accepted outside New Zealand
• Creating evidence of a debt or creating a charge on property in New Zealand
• Collecting or securing debts or enforcing security rights in relation to those debts in New Zealand
• Conducting an isolated transaction that is completed within 31 days, where that transaction is not one of a number of similar transactions repeated from time to time
• Investing funds or holding property or
• Is a partner in a Limited Partnership.

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Why does the register not show the number of Limited Partners for an Overseas Limited Partnership?

Overseas Limited Partnerships are not required to provide details of the Limited Partners.

Who can be a General Partner for an Overseas Limited Partnership?

Any person (legal or natural) may be a General Partner of an Overseas Limited Partnership.

The application form to register as an Overseas Limited Partnership requires details of the General Partners to be provided e.g.

• In the case of a partner who is an individual - his or her full name, residential address and date of birth:
• In the case a partner that is a body corporate - its name, incorporation or registration number (if any) and the address of its registered office and address for service.

What is a General Partner?

A General Partner is involved in the day to day management of the Overseas Limited Partnership and is liable (jointly and severally with any other General Partners and the Overseas Limited Partnership itself) for all the debts and liabilities incurred by the Overseas Limited Partnership.