Request for deregistration

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

The General/Limited Partner or any other person permitted by the partnership agreement can complete Form 8 Application for deregistration of a Limited Partnership and send it to:

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

The prescribed 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 grounds for deregistration
• 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:

• Written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the Limited Partnership being deregistered.

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How is your application for deregistration processed?

An application for deregistration can be made by a general/limited partner or any other person permitted by the partnership agreement.

The Registrar is required to give public notice of the intended deregistration and provide a period of 20 working days for any objections to be made by the public.  The notice must be published on the Companies Office website 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.

The applicant will be notified of the date of publication at the time they lodge their documents. A letter is sent confirming the date the Registrar intends to give public notice of his intention to deregister the Limited Partnership from the register.

If no objection is received within the objection period, the Limited Partnership will be removed from the register as soon as possible after the objection period has expired (generally the next working day).

If an objection is received, the Registrar must give notice to the applicant who requested deregistration, provide a copy of the objection, a copy of the notice sent to the objector and any notice served on the Registrar.

Who may object to the deregistration of a Limited Partnership?

Any person may object to the removal of a Limited Partnership as long as it is no later than the date specified in the public notice.

What are grounds for objecting to the deregistration of a Limited Partnership?

There are six grounds for objecting to the deregistration of a Limited Partnership.  These are as follows:

• Ground 1: The Limited Partnership is still carrying on business or there is other reason for it to continue in existence.

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If you are placing an objection to the removal on this ground, you must provide sufficient evidence to prove that the Limited Partnership is in fact still trading, or that there is some other reason that the Limited Partnership should continue to exist.

• Ground 2: The Limited Partnership is party to legal proceedings.

If you are relying on this ground, you should provide copies of any relevant documents establishing that the Limited Partnership is involved (i.e. named as a party) to some form of legal proceedings.

• Ground 3: The Limited Partnership is still in liquidation.

This may be confirmed by a search of the Companies Office database.  Otherwise, evidence of the appointment of a liquidator to the Limited Partnership should be sought.

• Ground 4: You are a creditor, or a limited partner, or a person who has an undischarged claim against the Limited Partnership.

In this case the Registrar must give notice to the objector that unless notice of an application to the High Court by that person for an order either preventing the Limited Partnership from being removed, or placing the Limited Partnership in liquidation is given to the Registrar within 20 working days, the Registrar will proceed with the removal.  If no such notice is received by the Registrar or the application is withdrawn, the Registrar must proceed to remove the Limited Partnership from the register.

• Ground 5: You believe that there exists and intend to pursue, a right of action on behalf of the Limited Partnership
• Ground 6: That for any reason it would not be just or equitable to remove the Limited Partnership from the register.

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What evidence do you need to supply for objections?

Ground 1 - That the Limited Partnership is still carrying on business or there is other reason for it to continue in existence

Evidence that a Limited Partnership is still trading may include:

• Copies of recent correspondence from company representatives which indicates that the Limited Partnership is still carrying on business.
• copies of recent accounts showing that the Limited Partnership is still carrying on business.
• provide contact details of the Limited Partnership i.e. general or limited partners address and telephone number etc. This must be followed by a date on which contact was made.
• GST returns or other returns are up to date. (For Income Tax Returns you must also state the date of filing of this return).

Important note

The above list is not exhaustive and in some cases may not be applicable.  Each objection will be considered separately and on its own merits to ensure that it is valid.

Ground 2 - That the company is a party to legal proceedings

If relying on this ground, an objector should provide copies of any relevant documents establishing that the Limited Partnership is involved (i.e. named as a party) to some form of legal proceedings.

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Important note

If court action has only been threatened but not commenced, this will be insufficient.

Evidence may include:

• Copies of Court documents establishing the Limited Partnership is party to legal proceedings
• Details of Property Law Act notices
• Matter number or reference from Court.

Ground 3 - That the Limited Partnership is in liquidation.

This may be confirmed by a search of the Companies Office database otherwise, evidence of the appointment of a liquidator should be sought.

Grounds 4, 5 and 6

If an objection is made on grounds 4, 5 or 6, the Registrar must give notice to the objector that unless notice of an application to the High Court by that person for an order either preventing the Limited Partnership from being removed or placing the Limited Partnership in liquidation is given to the Registrar within 20 working days, the Registrar will proceed with the removal.

If the Registrar receives no such notice or the application is withdrawn the Registrar must proceed to remove the Limited Partnership from the register.

What happens to an objection granted by the Registrar that is due to expire?

If evidence is supplied by the applicant, the Registrar will grant a suspension to the removal of the Limited Partnership for a sufficient time in order for the applicant to complete their dealings with the Limited Partnership.

Any objections granted under grounds 1, 2 and 3 will generally be given for 120 working days.  The Registrar will then periodically review the objections, by writing to the applicant and asking them to reconfirm their objection to the removal of the Limited Partnership.  If no confirmation is received, the Registrar will remove the Limited Partnership from the Register.

Any objection given under grounds 4, 5, 6 can only be given for 20 working days to allow time to apply to the High Court to place the Limited Partnership in liquidation or apply for an order preventing the Limited Partnership being removed.  The Registrar cannot extend the period of suspension for any objections made under these grounds.

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

A person may object to the deregistration 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 state the grounds for 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.