The New Zealand Limited Partnership is governed by a modern regulatory regime purposefully introduced to make New Zealand more attractive to overseas jurisdictions. 

The Limited Partnership structure provides the advantages of separate legal personality, look-through treatment for tax purposes, limited liability (for limited partners) and no public record of limited partners’ details.

CRITERIA

• At least one General Partner and one Limited Partner at all times.

• At least one General Partner must meet the New Zealand presence requirements prescribed by the Limited Partnerships Act 2008.

• A partnership deed must be executed.

• Limited Partners can be involved in certain safe harbour activities only.

• The General Partner is responsible for the day-to-day management of the Limited Partnership.

• Details of Limited Partners are not publicly available.

• Provided there is no New Zealand sourced income, Limited Partners pay nil tax in New Zealand.

TAXATION OF OFF-SHORE LIMITED PARTNERS

A New Zealand Limited Partnership is generally treated as transparent for New Zealand income tax purposes, with income and losses allocated to its partners. A non-resident Limited Partner will generally be subject to New Zealand income tax only on income that has a New Zealand source.

ADVANTAGES

• Separate legal personality

• Limited liability for Limited Partners

• Flow through tax treatment

• Limited Partners’ details remain discrete

• Flexibility of membership

CONCLUSION

The New Zealand Limited Partnership is a tax transparent and flexible vehicle particularly suitable for multiple participants with varying contributions to the partnership, looking for a discrete look-through vehicle for tax purposes.