New Zealand LLP
Overview of a New Zealand Limited Partnership
New Zealand offers a number of attractive company formation products that give clients a wide range of international investment opportunities. The New Zealand Limited Partnership (LP) is a relatively new, yet comprehensive, company formation vehicle that has been one of New Zealand’s more popular formation products. It emerged with the passing of the Limited Partnerships Act 2008 as a means to diversify and increase international investment opportunities.
What is a NZ Limited Liability Partnership?
One of the main advantages of a New Zealand Limited Partnership is that investors benefit from being taxed as a partnership (a limited partner’s income generated outside of NZ though the company is tax-free) while still providing the protection of limited liability and maintaining a separate legal entity from the owner of the company.
New Zealand’s primary objective in establishing the limited partnership company was to make it look more attractive to potential foreign investors and venture capitalists. The government hand picked some of the best features of other offshore and LP regimes and integrated them into their own system, such as the ability of establishing a company with a minimum of regulatory provisions, no limits concerning the duration of the company partnership and no capital requirements.
The New Zealand LP has been well-received by the wider international financial community, as New Zealand is not traditionally seen as an offshore financial centre, nor is it labelled as a ‘tax haven’. So while the jurisdiction retains many of the advantages that come in a well-established offshore jurisdiction, it does so without any of the negative associations.
Many private banks, trust companies and other offshore corporations are increasingly facing obstacles from critical foreign governments, revue authorities and financial regulatory organizations (such as G20, OECD and FATF) that “blacklist” certain offshore financial centres. The promise of retaining the competitive offshore advantage, in a jurisdiction that has a traditional tax-based structure, remains high.
For more information on the Advantages of New Zealand as an Offshore Financial Center, click here.
Key Corporate Features of a New Zealand Limited Partnership
|New Zealand LP||Corporate Details|
|Type of Entity||Limited Partnership (LP)|
|Type of Law||Based on English Common Law, with unique differences and local statutes|
|Governed by||Limited Partnerships Act 2008
Companies Act 1993
Financial Reporting Act 1993
Companies and Limited Partnerships Amendment 2014
|Registered Office in New Zealand||Yes|
|Shelf company availability||Yes|
|Time to establish a new company||2 weeks|
|Minimum government fees (excluding taxation)||NZD 270.00|
|Access to Double Taxation Treaties||No|
|Share capital or equivalent|
|Standard currency||New Zealand Dollar NZD|
|Minimum paid up||No minimum|
|Usual authorized||NZD 1,000|
|Directors | Officers | Partners|
|Minimum number||2 (1 limited partner, 1 general partner)|
|Local required||Yes (1 general partner/director)|
|Publicly accessible records||Yes (although limited partner details are confidential)|
|Location of meetings||No|
|Corporate directorship allowed||Yes|
|Local or qualified||N/A|
|Requirements to prepare||Yes|
|Requirements to file accounts||Yes|
|Publicly accessible accounts||Yes|
|Recurring Government Costs|
|Minimum Annual Tax / License Fee||Free|
|Annual Return Filing Fee||NZD 20.00|
|Requirement to file annual return||Yes|
|Migration of domicile permitted||Yes
Advantages & Top Uses of a New Zealand LLP
New Zealand provides all the advantages of traditional offshore financial centre, but is primarily recognized as a mainstream onshore financial centre. Additional benefits are:
- The OECD does not perceive NZ as being an unlawful tax jurisdiction, is not normally associated with a tax haven, and has never been blacklisted by any authority
- A NZ LP has hand picked and integrated some of the best features taken from other similar jurisdictions
- No duration of the partnership limits
- There are no limits to the number of partners required for a NZ LP
- There are no investment requirement limits
- The country is an active member of a large number of international organizations including the Organization for Economic Cooperation and Development (OECD), the World Trade Organization, and the World Bank
- New Zealand is a member of the British Commonwealth, and has a common law system with the majority of legislation including trust law having been founded on British law
- It is not a member of the EU, and is not influenced by the EU Savings Tax Directive and any future developments
- There are no foreign exchange controls in New Zealand
- It is possible to obtain residency status in New Zealand through investments; the government generally welcomes foreign investment, and enables easy relocation processes
- Nominee Services are available
- The LP can be used for almost any legal business activity
- Separate legal personality
- Special Tax treatment of limited partners
- Details of the limited partners and partnership agreement are confidential
- Limited liability is available for limited partners
- Offers a tax-free structure in a traditionally high-tax jurisdiction
- Limited partners who do not reside in NZ are not be subject to tax on their share of income generated by the LP
A New Zealand LP can be used for almost any purpose and is well-suited for:
- Investment purposes
- High-risk projects
- Large capital investment holding opportunities
- Flexible arrangement for international investors
- Venture capital investing
- Private Equity
- Underlying asset holding vehicle for a NZ Trust
- International wealth structuring and collective investment purposes
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