Limited partnership agreement

Professionally drawn agreement to set up a partnership under the Limited Partnerships Act 2008. This form of agreement is used most commonly for high risk ventures in property, finance, mining or research, where one or more partners is a limited company. A limited partnership enables a single partner to carry the liability. There is minimal requirement for registration or submission of returns. Secrecy can be maintained. The general partner who is at risk may have few assets.
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About this document

The  Limited Partnerships Act 2008 enables you to set up a trading vehicle where only one partner can be liable if things go wrong.

This Professionally drawn agreement is very flexible, so that you can easily edit it to suit the arrangements you have in mind. It is used most commonly for high risk ventures in property, finance, mining or research, or for ventures abroad, where there may be political risk. A limited partnership enables a single partner to carry the liability. That partner may be a limited company with little or no assets, so preserving the assets of other partners. Often, all partners are companies.

The registration requirement is very light. There is no requirement for submission of returns. Secrecy can be maintained.

Application and features

  • Assumes partnership business relates to a single project, short or long term;
  • Assumes that a corporate general partner will manage the business;
  • Suitable for any type of business;
  • Written in plain English.


  • Basic partnership provisions;
  • Limited partnership particulars;
  • Management of the business;
  • Banking arrangements;
  • Records and accounts;
  • General partners undertaking;
  • Restrictions on general partner;
  • Partnership shares;
  • Capital;
  • Loans to the partnership;
  • Meetings and voting;
  • On a partner leaving;
  • Duration and termination;
  • Other legal provisions.

This document was written by a solicitor for Net Lawman. It complies with current New Zealand law.

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