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Termination of a Limited Partnership

A Limited Partnership can be terminated under the following circumstances:

An event or the expiry of a period of time when, under the partnership agreement the Limited Partnership terminates
A resolution is made by the Limited Partnership that the Limited Partnership be terminated
There is either no general or limited partner in the Limited Partnership for more than ten working days or more
The Limited Partnership agreement has lapsed for ten working days or more.

When a termination event has occurred the Limited Partnership may, by resolution, appoint a liquidator to the Limited Partnership. Alternatively a General Partner, Limited Partner, creditor or the Registrar may make application to the Court to place the Limited Partnership in liquidation.

The Limited Partnership is deregistered after the liquidation has been completed and the Registrar has updated its status to ‘Struck Off’ on the Limited Partnerships register.

When is a Limited Partnership removed from the register?

A Limited Partnership ceases to exist when it is deregistered. This occurs when the Registrar changes its status from ‘Registered’ to ‘Struck Off’ on the Limited Partnerships register.Top

Request for deregistration

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

Voluntary administration

Voluntary administration provides an alternative to liquidation for Limited Partnerships in financial distress.

Liquidation

How liquidation works with Limited Partnerships.

Overseas Limited Partnership ceasing to carry on business in New Zealand

When an Overseas Limited Partnership intends to 'cease to carry on business' in New Zealand, it is required to give public notice of that intention (in the New Zealand Gazette and at least one major newspaper circulating in the area of the Overseas Limited Partnership’s place of business (or principal place of business).

Deregistration of an Overseas Limited Partnership

An Overseas Limited Partnership may be deregistered for several reasons.

Liquidation of an Overseas Limited Partnership

The assets in New Zealand of an Overseas Limited Partnership may be liquidated.

Last updated 3 December 2008

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