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The Limited Company Partnership Agreement is a crucial document used in New Zealand when establishing a partnership where one or more partners is a limited company. This structure is particularly valuable for businesses seeking to combine the benefits of limited liability with partnership flexibility. The agreement must comply with both the Limited Partnerships Act 2008 and the Companies Act 1993, making it suitable for ventures requiring significant capital investment, risk management, or complex ownership structures. It includes comprehensive provisions for capital contributions, profit sharing, management rights, transfer restrictions, and partner obligations. This type of agreement is commonly used in investment ventures, property developments, professional services, and other business activities where partners want to maintain limited liability while participating in a partnership structure.

1. Parties: Identifies and defines all parties to the agreement, including the limited company partner(s) and any general partners

2. Background: Sets out the context and purpose of the partnership, including the business objectives and intent of the parties

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation

4. Formation and Registration: Details of partnership formation, registration requirements, and compliance with NZ law

5. Capital Contributions: Specifies initial and ongoing capital contributions from each partner

6. Partnership Interests: Defines ownership percentages and types of partnership interests

7. Management and Control: Outlines management structure, decision-making processes, and voting rights

8. Rights and Obligations of Partners: Details the specific rights, duties, and obligations of all partners

9. Financial Matters: Covers accounting practices, distribution of profits/losses, and financial reporting

10. Transfer of Interests: Procedures for transferring partnership interests and restrictions thereon

11. Termination and Dissolution: Circumstances and procedures for partnership termination and asset distribution

12. Dispute Resolution: Procedures for resolving disputes between partners

13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law