Limited Partnerships – start date for changes accelerated

1 August 2014

Limited Partnerships – start date for changes accelerated

In my 2 July bulletin on the passing of the Companies and Limited Partnerships Amendment Bill (at last) I concluded with comments that:

• a number of the key changes (particularly those relating to the resident director requirements and the enhanced powers of the Registrar) would not come into force until 12 months after the date of the Royal assent; and
• existing companies would then have a further 6 months within which to comply with the resident director requirements.

In the case of the amendments to both the Companies Act 1993 and the Limited Partnerships Act 2008, the relevant wording of the commencement mechanism contained a carve out, namely:

unless it is earlier brought into force on a date appointed by the Governor-General by Order in Council

Yesterday, just such an Order in Council was made in the case of the changes to the Limited Partnerships Act.

As a result of Limited Partnerships Amendment Act Commencement Order 2014, the changes to the Limited Partnerships Act 2008 will come into force on 1 September 2014.

Consequently, limited partnerships registered after 1 September 2014 will be subject to the changes.

Existing limited partnerships (registered before 1 September 2014) will have until 27 February 2015 to comply with the “resident general partner” requirements.

As previously noted, the principal changes include:

• New “resident general partner” requirements.
• New qualification requirements for individuals who are general partners.
• Collection of Place of Birth for all individuals who are general and limited partners.

Also:

• Australian residents who are directors of Australian companies are required to provide additional enforcement country information.
• A number of forms are amended: Application for registration of Limited Partnership; Annual Return; General Partner Consent form; Maintain Limited Partner and General Partner Details.

MBIE says the amendments will enhance the Registrar of Companies’ powers to:

• Prohibit persons from being a general partner or promoter of a limited partnership in certain circumstances;
• Identify the controllers of a limited partnership;
• Place a note of warning against a limited partnership;
• Ascertain whether information provided is correct;
• Deregister a limited partnership in certain circumstances – such as non-filing of the annual return when the Registrar of Companies has reasonable grounds to believe that the limited partnership has intentionally provided inaccurate information; and
• Assist law enforcement agencies to meet New Zealand’s obligations as a member of the FATF.

Further information

If you would like more information about any of the matters discussed in this note, please contact me.