A New Zealand Limited Partnership (NZLP) is a partnership registered in New Zealand under the Limited Partnerships Act 2008. Details of the NZLP is entered in the register of Partnerships, which is maintained by the Companies Office.

A NZLP must have at least one general and one limited partner who cannot be the same person. The general partner has an active management role and is responsible for day to day management of the partnership business. Limited partner is generally a passive investor and cannot take part in an active management of the partnership’s business.  A partner does not need to be resident in New Zealand. It is fairly common that one or all of the partners reside outside New Zealand.

As opposed to an ordinary partnership, the liability of a limited partner is limited to the value of the limited partner’s capital contributions.  Liability of the general partners is much wider however this is often limited by the corporate personality of the general partner with limited assets and share capital. Furthermore, the limited partnership enjoys a separate legal personality.  Any company or an individual can be a partner. The legislation does not impose restrictions on what activities a NZLP can do.

Taxation of the NZLP

NZLPs are transparent for tax purposes and follows general partnership taxation. Any profits or losses of the partnership flow through to its partners on the basis of their share of the economic interest in the partnership. This is compatible with the treatment of Limited Partnerships in other jurisdictions.

Where the partners of NZLP are, tax resident outside New Zealand, and the NZLP derives non-NZ sourced income, then the Partners will not be liable to New Zealand income tax on their portion of foreign sourced partnership income. Any New Zealand sourced income derived by foreign resident partners of a NZLP, or any foreign sourced income derived by New Zealand resident partners of the partnership will be subject to New Zealand Tax.

Typical NZLP Structure

Typical NZLP Structure

Summary

The NZLP provides a flexible business structure that offers limited liability protection to its partners and a flow through tax treatment. NZLP’s have become popular amongst foreign investors due to their flexibility and discretionary tax treatment of foreign sourced income in the hands of the non-resident investors.