One of the many changes New Zealand's government is making
to companies law came into force on 1 September – and it
means both new and existing limited partnerships will need to check
their compliance, says our NZ expert.
Businesses in New Zealand must now ensure they meet strict new
resident general partner requirements to stay compliant in the
The Limited Partnerships Amendment Act came into force on 1
September 2014, and brought with it a number of important changes
for limited partnerships designed to increase confidence in
NZ's financial markets and regulation of corporate forms.
The Act also introduces more stringent registration requirements
and assists with NZ's compliance with the Financial Action Task
Force on Money Laundering (FATF) recommendations.
But it's not just new partnerships that need to worry about
this – the law affects existing limited partnerships, too,
meaning all limited partnerships should check their compliance
before the 180 day grace period expires.
The New Zealand Companies Office details all of the changes on its website, but some of the principal
changes and related dates include:
New resident general partner requirements
A Limited Partnership must now have at least one General Partner
An individual living in NZ or Australia, and if Australia that
individual must be a director of an Australian company. Australia
is now an enforcement country, requiring directorship to be
A NZ company registered under the Companies Act 1993
An overseas company registered under the Companies Act
New Limited Partnerships from 1 September 2014 must meet the
Existing Limited Partnerships have 180 days to comply
New qualification requirements for individuals who are
These requirements are similar to the director qualifications in
the Companies Act 1993 - i.e. the individual must be 18 years of
age or over and cannot be an undischarged bankrupt
From 1 September 2014
General and Limited Partners
Collection of Place of Birth for all
individuals who are general and limited partners
New Limited Partnerships from 1 September 2014 are required to
provide this information
Existing Limited Partnerships have 180 days to comply. The
Registrar will use the March 2015 Annual Return to collect this
information from existing limited partnerships providing that this
information has not already been provided
The Registrar has investigative and removal powers that will
allow it to:
Ascertain whether information provided to the Registrar is
Issue notes of inactivity or warning against a Limited
Partnership in the register
Deregister a Limited Partnership in certain circumstances
Prohibit a person from being a general partner or promoter of a
Limited Partnership in certain circumstances
From 1 September 2014
In July I wrote about the Companies and Limited Partnerships
Amendment Bill that is going through the NZ parliament, looking to
come into force around June 2015. This latest change to
requirements is set to be followed by more.
Make sure you speak to a
local expert if you're doing business in NZ.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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The Hon'ble High Court of Bombay has held that where a Scheme of Amalgamation is executed between two companies registered in two different states [...], then the said two orders are two independent instruments.
Lawyers are pretty good at figuring it out quietly and amicably among themselves, without recourse to a public courtroom.
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