incp.pro
Limited partnership

Limited partnershipNew Zealand

What it takes to form, own and run a limited partnership in New Zealand, and how its profit is taxed. Each figure links to the page it was read from.

This company type

At a glance

Owners' liability
Mixed: some partners limited, at least one unlimited
Officiallp-register.companiesoffice.govt.nzRead 10 Oct 2026
Quote
Limited partnerships are a form of partnership involving general partners, who are liable for all the debts and liabilities of the partnership, and limited partners, who are liable to the extent of their capital contribution to the partnership.
Owners
At least 1 · a company may be one
Officiallp-register.companiesoffice.govt.nzRead 10 Oct 2026
Quote
any individual, New Zealand registered company, or other registered entity (including a limited partnership or overseas limited partnership) may be a limited partner
Directors
At least 1 · one must live there · a company may be one
Officiallp-register.companiesoffice.govt.nzRead 10 Oct 2026
Quote
The limited partnership does not meet the minimum requirements of having at least one New Zealand resident general partner
Minimum capital
None
Officiallegislation.govt.nzRead 25 Oct 2026
Quote
A limited partnership must have at least 1 general partner (see section 19) and at least 1 limited partner (see section 20).
Formation fee
NZD 245.13 (about €124)
Officiallp-register.companiesoffice.govt.nzRead 10 Oct 2026
Quote
To register a limited partnership you must complete the application process and pay the registration fee.
Tax on profit
Through owners
Officialird.govt.nzRead 10 Oct 2026
Quote
Partnerships do not pay income tax on their profits.
Notary needed: NoResident director needed: YesFormed without visiting: YesFormed online: Yes

Form it

Who registers it

Registry
Formed without visiting
Yes
Formed online
Yes

What it takes to form

A notary
Not required
A resident director
Required
Paying up the capital
Not in our records

Own it

Who may own and run it

Directors
At least 1 · one must live there · a company may be one
Official lp-register.companiesoffice.govt.nz read 10 Oct 2026
Quote
The limited partnership does not meet the minimum requirements of having at least one New Zealand resident general partner
Shareholders
At least 1 · a company may be one
Official lp-register.companiesoffice.govt.nz read 10 Oct 2026
Quote
any individual, New Zealand registered company, or other registered entity (including a limited partnership or overseas limited partnership) may be a limited partner
Members
At least 2
Official legislation.govt.nz read 10 Oct 2026
Quote
A limited partnership must have at least 1 general partner (see section 19) and at least 1 limited partner (see section 20).
A local company secretary
Does not apply
A local registered agent
Not stated

The registry’s and the law’s own pages do not mention it.

Each year, at the registry

Annual registry fee
NZD 27.74 (about €14)
Official lp-register.companiesoffice.govt.nz read 10 Oct 2026
Quote
File an annual return N/A $21.74 $6 $27.74 $31.90
Accounts on the public record
No
Official legislation.govt.nz read 25 Oct 2026
Quote
copies of the financial statements of the limited partnership completed in relation to that balance date and a copy of the auditor’s report on those statements (if any) are delivered to each general partner and each limited partner.
Audit for a small company
Not required
Official legislation.govt.nz read 10 Oct 2026
Quote
must ensure that the financial statements of the limited partnership are audited by a qualified auditor.
Audit
Not in our records

Important dates

When each obligation falls due, as the authority states it.

Record a change to a general or limited partner on the register
10 days after change of officers

With Companies Office

Page: https://lp-register.companiesoffice.govt.nz/help-centre/keeping-limited-partnership-details-up-to-date/changing-partner-details/. Applies to partner changes, general and limited.

Annual return: confirm the register details, and pay the annual return fee
Not in our records

With Companies Office

Not stated on lp-register.companiesoffice.govt.nz/help-centre/keeping-limited-partnership-details-up-to-date/filing-your-annual-return/ when checked

First annual return
Not in our records

With Companies Office

Not stated on lp-register.companiesoffice.govt.nz/help-centre/keeping-limited-partnership-details-up-to-date/filing-your-annual-return/ when checked

Partnership income tax return
Not in our records

With Inland Revenue

Not stated on ird.govt.nz/income-tax/income-tax-for-businesses-and-organisations/income-tax-for-partnerships when checked

What is public

Directors
Public
Official lp-register.companiesoffice.govt.nz read 10 Oct 2026
Quote
its registration status details of its general partners copies of documents filed.

Tax

Tax on profit

How this company type is taxed, which can differ from its place’s headline rate.

Through owners

Partnerships do not pay income tax on their profits; the partners pay income tax on any profit, including the limited partnership.

Official ird.govt.nz read 10 Oct 2026
Quote
Partnerships do not pay income tax on their profits.
CFC rules in New Zealand
Not in our records

Close it

Closing it

The other end, which most guides leave out.

Route
Deregistration on form LP8, with the Commissioner of Inland Revenue’s written notice of no objection; the Registrar then gives public notice and the public has 20 working days to object.
Official lp-register.companiesoffice.govt.nz read 10 Oct 2026
Quote
To remove a limited partnership from the register, the general partner, limited partner, or any other person permitted by the partnership agreement is required to complete, and upload, form LP8.
Statutory fee
Not in our records

Every business in New Zealand

VAT

Standard rate
Not in our records
The tax authority’s pages have not been read for New Zealand.

Payment and banking services

2 services name New Zealand on their own list: Airwallex, Stripe. Each provider, and what a listing means.

Reference

Its name and code

Kind
Limited partnership
Derived our grouping, the same words in every country
Name in law
Limited partnership
ISO 20275 code
F7KI