Limited Partnership (LP)
Company formation in New Zealand
The LP is best suited for: Venture capital and private equity fund structures, Joint ventures between local and foreign parties, Investment holding vehicles, Businesses wanting flow-through tax treatment. A New Zealand limited partnership is treated as tax-transparent (flow-through). The LP itself does not pay income tax. Instead, each partner includes their share of partnership income in their own tax return and pays tax at their applicable rate. This avoids double taxation but means partners are taxed on their share of income even if it is not distributed. The LP must still file an IR7 partnership return with IRD. GST registration and obligations apply at the partnership level if turnover exceeds NZ$60,000.
- Venture capital and private equity fund structures
- Joint ventures between local and foreign parties
- Investment holding vehicles
- Businesses wanting flow-through tax treatment
Key Facts
Step-by-Step Formation Process
Draft the partnership agreement
Prepare a limited partnership agreement that defines the roles and contributions of general and limited partners, profit-sharing arrangements, decision-making processes, and exit provisions. Legal advice is strongly recommended as the agreement is the primary governing document.
Register with the Companies Office
Submit the LP registration through the Companies Office online portal. Provide the partnership name, details of all general and limited partners, registered office address, and the nature of the partnership business. The registration fee is NZ$115.86.
Register with Inland Revenue
Obtain an IRD number for the LP. The LP itself does not pay tax — income flows through to partners who are taxed individually. However, the LP must file an income tax return (IR7) and provide partner details to IRD.
Open a partnership bank account
Apply at a New Zealand bank with the partnership agreement, registration certificate, and identification for all general partners and any limited partners who will be signatories.
Required Documents
- Limited partnership agreement (signed by all partners)
- Passport or government-issued ID for all partners
- Consent to act as general partner
- Registered office address in New Zealand
- Details of each partner's contribution and partnership interest
Cost Overview
Tax Treatment
A New Zealand limited partnership is treated as tax-transparent (flow-through). The LP itself does not pay income tax. Instead, each partner includes their share of partnership income in their own tax return and pays tax at their applicable rate. This avoids double taxation but means partners are taxed on their share of income even if it is not distributed. The LP must still file an IR7 partnership return with IRD. GST registration and obligations apply at the partnership level if turnover exceeds NZ$60,000.
Pros & Cons
- Flow-through tax treatment — no entity-level tax
- Limited partners have liability limited to their contribution
- Flexible profit-sharing arrangements
- Well-suited for investment fund structures
- Internationally recognised structure for venture capital
- General partner has unlimited personal liability
- More complex setup and ongoing administration than an Ltd
- At least one general partner must be a New Zealand resident or a New Zealand-registered company
- Partnership agreement drafting requires specialist legal advice
- Less common for standard trading businesses
Other Structures in New Zealand
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Get StartedThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.