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Limited Partnerships

August 7, 2017

Initially envisioned to be the preferred investment vehicle for foreign venture capital investors, the
Limited Partnership (LP) was brought to life in NZ with the enactment of the Limited Partnerships Act
2008. LPs have now evolved into the preferred business vehicle for many, who benefit from the
limited liability of a company whilst acquiring a look-through entity for tax purposes.
The LP structure requires both a limited partner and a ‘general partner’, with the general partner being
responsible for the management of the entity. The regime works by requiring that a limited partner
must not take part in the management of the LP; otherwise they lose their limited liability protection.
Although the LP itself is a separate legal entity, for tax purposes LPs are treated the same as a
‘standard partnership’. Essentially, the partners are deemed to derive the income, incur the
expenditure, carry on the activity, and hold the assets of the partnership, in proportion to their
partnership share.


Accordingly, the partners are allocated their share of the partnership income on a pre-tax bases which
is then taxed at their respective marginal tax rates. This provides a material advantage to low tax rate
entities such as Maori Authorities and charities who might partner up with standard taxpaying entities
such as companies that are taxed at 28%. It also allows partners to combine their own expenditure,
such as interest deductions, with their allocation of partnership income to have the net result taxed as
a single sum. If losses are incurred by the partnership they will also flow out to the respective partners
to be offset against other income and carried forward; which is not as easy to accomplish under a
standard corporate structure.


On the downside, because the partners in a LP are deemed to own the assets of the partnership in
proportion to their partnership share, a percentage change in the ownership of an LP will give rise to a
proportionate disposal of the assets. This can give rise to complex calculations and issues when
changes in ownership occur. By comparison, a partial change in shareholding in a company is a
standard transaction with few tax consequences for the company.
Similar advantages can be offered through the Look Through Company (LTC) regime, which share
common attributes with LPs – they both offer legal protection in the form of limited liability and are
‘look through’ for tax purposes.
However, LTCs need to comply with strict criteria, such as a limit on the number of ‘owners’. The
criteria to remain an LTC can be inadvertently breached without realising it, resulting in the loss of
LTC status.
Limited partnerships are one of the newest entity types for the New Zealand business environment,
and they are rising in popularity. In specific situations, they do offer advantages compared to a
generic company. However, for the purpose of more vanilla investments and business ventures, a
standard company is still likely to be the better option. Before using a LP ensure there is a specific
and material advantage in doing so.

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