FAQs on General and Limited Partners
Who can be a General and Limited Partner?
Any person (legal or natural) may be a partner of a Limited Partnership. A partnership under the Partnership Act 1908 or an Overseas Limited Partnership can be a partner.
The application form requires the applicant to provide all of the details of the General and Limited Partners. The following details must be provided:
- In the case of a partner who is an individual, his or her full name, date of birth and residential address:
- In the case a partner that is a body corporate or unincorporated body, its name, incorporation or registration number (if any), the address of its registered office, and its address for service:
- In the case of a partner that is a partnership governed by the Partnership Act 1908, the details of the partnership –
- name of partnership; and
- its address for service; and
- its postal address; and
- its telephone number, facsimile number and email address; and
- the names and residential addresses of each of the partners.
Notes
Details of the General Partners with the exception of the date of birth will be available for public view.
All details of the Limited Partners will be treated as private information and will not be available for public view.
What is a General Partner?
A General Partner is involved in the day to day management of the Limited Partnership and is liable (jointly and severally with any other General Partners and the Limited Partnership itself) for all the debts and liabilities incurred by the Limited Partnership.
What is a Limited Partner?
A Limited Partner is only liable for the debts and liabilities of the Limited Partnership to the value of their financial contribution provided they have not been involved in the management of the Limited Partnership. A Limited Partner is restricted in the activities that they can be involved in with the running of the Limited Partnership. A set of activities that they may engage in are called safe harbour activities.
Can an unincorporated trust (eg family trust) be a Limited Partner?
Yes but because the trust does not have its own legal personality the trust’s details are not presented in its own right.
Where an unincorporated trust is either a General Partner or a Limited Partner of the Limited Partnership the details of the trustees must be recorded in either Part A or B of the registration form (depending on who the trustee is ie individual or body corporate). Examples of how this can be done are set out below:
Scenario 1
The General Partner of the Limited Partnership is the ABC Family Trust (All Trustees are recorded as individuals)
- Jane Doe as trustee of ABC Family Trust, 123 Address Street, City DOB: dd/mm/yyy
- John Doe as trustee of ABC Family Trust, 123 Address Street, City DOB: dd/mm/yyy
Note | Only Part A of the application form is completed.
Scenario 2
The General Partner of the Limited Partnership is the DEF Family Trust (Trustees are individuals and a body corporate)
- Jane Doe as trustee of ABC Family Trust, 123 Address Street, City DOB: dd/mm/yyy
- Body Corporate Limited as trustee of ABC Family Trust, Registered Office and Address for Service is 123 Address Street, City
Note | Part A (individual) and B (body corporate) of the application form is completed.
The Limited Partnerships Act 2008 does not have a similar provision to that of section 92 of the Companies Act 1993 whereby notice of a trust cannot be entered on the Register. The only restriction on recording an unincorporated trust on the Limited Partnership register is that a Limited Partner can not be an unincorporated body hence the reason for providing details of the trustees.
When does a person become a Limited or General Partner?
A person becomes a partner when the Registrar enters that person’s name in the register of Limited Partnerships either at the time of registration or after registration (new appointment).
Can a person be both a General and Limited Partner?
No. A person may not be both a General and Limited Partner of the same Limited Partnership at the same time.
Can a partner change from a General Partner to a Limited Partner and vice a versa?
Yes.
How is my privacy as a Limited Partner protected?
The Limited Partnerships Act recognises that limited partners may not wish to publicly disclose their interest in a Limited Partnership. As a result, the Registrar must treat limited partner information as confidential and details relating to limited partners will not be available for viewing by the public.
Note | Please note that the Official Information Act 1982 does not apply to limited partner information.
