New Zealand Limited Partnerships
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The New Zealand Limited Partnership is governed by a modern regulatory regime deliberately 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
The criteria for a Limited Partnership include:
  • There must be at least one General Partner and one Limited Partner at all times.
  • At least one director must be resident in New Zealand.
  • 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

Income and losses flow through to the Limited Partners in their own jurisdictions. Provided there is no New Zealand source, no income or other tax is payable in New Zealand.


Summary In summary, the key advantages of a New Zealand Limited Partnership include:
  • Separate legal personality;
  • Limited liability for Limited Partners;
  • Flow through tax treatment;
  • Limited Partners’ details remain discrete; and
  • Flexibility of membership.

Conclusion

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


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