The New Zealand Limited Partnerships consist of a Limited Partner and a General Partner. The Limited Partner provides the capital funding for the activities of the Partnership, and the General Partner is charged with the day-to-day management of the entity’s assets and business.

The incomes raised by the activities of the Partnership are distributed between the Partners, in proportion to their own capital contributions into the LP.

New Zealand Limited Partnerships are highly customizable business vehicles, and can be structured to perfectly suit the needs and plans of any investor.  Every LP will provide a unique set of benefits to each situation, but, the New Zealand Limited Partnership does also offer several broad benefits which would benefit most multinational investors and entrepreneurs.

Beneficial Tax Rules

The New Zealand Limited Partnership is a tax transparent entity and is not taxed at a corporate level in New Zealand.

The non-resident Partners in the LP will not face a tax obligation on the distributions paid to them, if the profits of the LP are raised through activities exclusively outside of New Zealand. However, it is the responsibility of each Partner in the Limited Partnership to declare the distributions in the jurisdictions where they are tax residents.

Strong Privacy

New Zealand Limited Partnerships fall under the scope of the country’s strong privacy protection rules, and no details regarding the Limited Partner in the Partnership are disclosed on the public Register.

Quick to Establish

New Zealand Limited Partnerships are quick and easy to establish.

In order to register a New Zealand Limited Partnership, applicants need to provide the standard set of KYC documents that are expected when forming a new company anywhere in the world. The set of documents includes:

• Certified copies of passports for all Limited Partners (if individuals)
• Certified copies of passports for all General Partners (if individuals)
• Certified copies of a utility bills for  all Limited Partners (if individuals)
• Certified copies of utility bills for all General Partners (if individuals)
• Certified copies of the registration documents for all Limited Partners (if corporate entities)
• Certified copies of the registration documents for all General Partners (if corporate entities)
• Signed copy of the Limited Partnership agreement
• Completed and signed application form to register an LP
• Completed and signed Consent from a General Partner to form an LP and act as a General partner

The Limited Partnership can be established within 3 working days of the New Zealand Companies Office receiving original copies off all required documents.

Easy to Administer

New Zealand Limited Partnerships offer benefits that are often associated with Trust or Foundations, however, LPs are much easier to administer and operate.

As the day-to-day management of the Limited Partnership’s assets and activities are handled by the General Partner the general requirements for administration and bookkeeping are the same as for a standard company operating in New Zealand.

• Registered Office
• Address for Service

The Registered Office is the officially recorded location at which the New Zealand company maintains a full set of its corporate documents. Under Part 10 Section 189 of the Companies Act 1993, all companies must keep the following documents at the Registered Office:

• the constitution of the company:
• minutes from all meetings of the shareholders and any resolutions of the shareholders:
• minutes from all meetings of the directors and any resolutions of the directors and directors’ committees within the last 7 years:
• certificates given by directors within the last 7 years:
• the full names and addresses of the current directors:
• copies of all written communications to all shareholders during the last 7 years
• all annual reports to the shareholders:
• copies of all financial statements and group financial statements for the last 7 completed accounting periods of the company, as required to be completed by the Companies Act 1993 or the Financial Reporting Act 1993:
• the accounting records for the current accounting period and for the last 7 completed accounting periods of the company:
• an interests register:
• the share register.

The Address for Service of the company is the location at which the entity can be served with legal notices or documents. Part 10 Section 192 of the Companies Act 1993 sets out that the Address for Service of a company may be the entity’s Registered Address or the offices of the company’s lawyers, solicitors, accountants, etc. The Act also sets out the Address of Service for the company must not be a postal service address, or a document exchange, or any other similar service.

New Zealand companies may also specify further addresses, if it wishes to maintain some of its records in a location separate from the Registered Office, or if it wishes to receive some communications at a location other than the registered office.

Address of the Share Register

If the company maintains its Share Register at an address other than its Registered Office, it will be required to disclose this location to the Companies Office.

Address of Records

The company may choose to store its records at a physical location other than the Registered Address, in which case it must inform the Companies Office of this new location.

Address for Communication

The company may wish for all communication from the Companies Office to be directed to an address other than the Registered Office. Unlike all other specified addresses, the Address for Communication may be a non-physical address, such as a postal box or a mail service.

New Zealand Look Through Companies are standard New Zealand Limited Liability companies which are regarded by the New Zealand Inland Revenue Department as being “transparent” or “flow through” for tax purposes.

For the purposes of taxation in New Zealand, the look through status (also called flow though status, transparent entity, look through entity) means that the profits and expenses raised by the company are regarded as being raised by the shareholders of the company personal, and not belonging to the company. Subsequently, the entity is not taxed on a corporate level, as all of its profits “flow through” to the shareholders.

Subpart BD1 of the Income Tax Act 2007 sets out that the incomes which are raised outside of New Zealand and distributed to shareholders who are not New Zealand residents will be treated as “non-residents’ foreign-sourced income” for the purposes of taxation in New Zealand. The shareholders are personally obligated to declare the distributions in line with the tax regulations of the country in which they are tax residents.

In order for a New Zealand company to be eligible to hold LTC status it must:

• Have no more than five shareholders
• Only have shareholders who are individuals, Trustees who are acting on behalf of a Trust, or other LTCs.

If a company meets all of the conditions for LTC status, it may apply for LTC status by supplying the IRD with an LTC election form and providing proof that the shareholders of the company unanimously agree for the company to hold LTC status.

Newly incorporated New Zealand companies which submit an application to become an LTC can be granted LTC status for their first year of operations . Companies which have never been active and have filed the appropriate non-active declaration can also receive LTC status for their first year of operations, after they file for re-activation of the entity. New Zealand companies which are already operating can only be granted LTC status for the year following their application.

The LTC status does not affect the company’s obligations to maintain adequate corporate and accounting records, and to fulfill all of the statutory requirements required by New Zealand law.

The Dispute Resolution Schemes are independent bodies which were established to aid consumers and Financial Service Providers to resolve any arsing disputes. The requirement to become a member of a DRS was instated by the New Zealand government to protect consumers and ensure the reputation of New Zealand as a financial services destination.

Each DRS is vetted by the government to ensure that they have adequate in-house experts to expertly deal with any disputes that may arise between businesses and their clients. Different Dispute Resolutions Scheme are intended to cater to different businesses and financial services. We will assist you in choosing a DRS that is best suited to your activities, turnovers and business plans.

Any New Zealand Company, New Zealand Look Through Company, New Zealand Limited Partnership, or New Zealand Foreign Trust which offers financial services outside of New Zealand will be required to follow all regulations of the country in which it operates.

In order to attain and  maintain the Financial Service Provider status, the New Zealand or internationally registered company must:

• Offer financial service from New Zealand, and
• Have a physical “place of business” in New Zealand, and
• Be able to provide all its registered service and products from its physical place of business in New Zealand, and
• Have staff in New Zealand who are able to provide the business’s products and services from the place of business, and
• Maintain a membership with an official New Zealand Dispute Resolutions Scheme (DRS), and
• Have Directors, Shareholders and Controlling owners with clean criminal records in New Zealand.

Based on your requirements we are able to:

• Incorporate a new New Zealand business entity to meet your business requirements and future plans.
• Provide assistance with finding and leasing a local office which will meet the criteria for a “place of business”, in line with your own business plans and budgetary requirements.
• Provide assistance with choosing, hiring and managing the local staff of your New Zealand Financial Service Provider, in line with your own business plans and budgetary requirements.
• Help you choose a Dispute Resolution Scheme best matched to your requirements and business intentions.
• File and monitor your application with the chosen Dispute Resolution Scheme application.
• File and monitor your Financial Service Provider (FSP) registration with New Zealand government agencies
• Provide full accounting and taxation services in order to ensure that your newly formed entity remains compliant with all statutory requirements.

Registering an FSP can be time and resource consuming and should be thoroughly planned before any actions are initiated. Please contact us to discuss you requirements and business plans.

At the end of the year the provisional tax payments made by the New Zealand company are deducted from the final tax bill. If the provisional tax was underpaid, the company will be required to make a further payment to settle its account. However, if the tax payments were overestimated and the New Zealand company paid too much provisional tax it will receive a refund from the Inland Revenue Department.

Every company with an end of year tax liability in excess of NZD 2 500 will be need to pay provisional tax in the following fiscal year.

Companies will need to make provisional tax payments either two, three, or six times per financial year, based on the company’s current Goods and Service Tax obligations and the method they use to calculate their provisional tax liability.

The three calculation methods currently available are:

• Standard
  • The standard option is automatically assigned to New Zealand companies by the IRD, unless the company opts to use one of the alternatives methods. Under the standard option, the present provisional tax obligation of a company is calculated to be what the company owed in the previous year for income tax plus a 5 percent increase.
• Estimation
  • Under the estimation option, companies will estimate their provisional tax based on their own assumptions and predictions for their incomes and expenses over the coming fiscal year. The company may make a new estimate for each one of its tax payments throughout the year, in case of fluctuations in profits and losses.
• Ratio
  • The ratio system for calculating provisional tax is based on a company’s GST taxable supplies in a given two month period. If using the ratio method, the entity will have to make six payments throughout the year.

If the company overpays its provisional income tax obligations, the IRD will pay out interest on the difference between the amount that was due and the total transferred to the Inland Revenue department. Companies which underpay their provisional tax will need to make interest payments on the shortfall.

The current interest rates are:

The rates are regularly reviewed by the Inland Revenue Department to ensure that the payouts are in line with current interest rates available on the market.

Companies which file tax returns late and have not been granted a time extension will face a filing penalty based on incomes levels.

The penalty payments are:

If the provisional tax payment is made late, the IRD will charge a penalty of:

• 1 percent of the outstanding payment on the day following the due date.
• 4 percent of any outstanding balance on the 7^th day following the due date.
• 1 percent more for every month following the due date.

New Zealand is comprised of approximately 267,707 square kilometers of land. The North Island of New Zealand is over 114,000 square kilometers in size, and the South Island is in excess of 150,416 square kilometers. The remaining area is taken up by Stewart Island, the Chatham Islands, and a number of other smaller islands.

New Zealand is a long and narrow country with over 18,252 kilometers of coastline. New Zealand administers a large portion of water around the country, with an Exclusive Economic Zone of over 4,300,000 square kilometers, an area that is nearly 15 times larger than the landmass of the country. New Zealand’s waters are rich in natural and mineral resources, such as marine life and oil reserves.

New Zealand is approximately 16,000 kilometers in length, and only 450 kilometers across at the widest point. As New Zealand was formed by tectonic action, it can be prone to thermal activity. At least three quarters of the land on the two main islands is over 200 meters above sea level, and there are at least 223 peaks that have officially been measured at more than 2,300 meters in height.

The South Island of New Zealand is rectangular in shape, and is approximately the size of Wales. The island is dominated by the Southern Alps, a prominent mountain range that runs down nearly the entire length of the island. The highest point on the South Island is Mount Cook (also called Aoraki), which reaches 3,754 meters above sea level. The island also has a number of flatlands, and highlands, alongside rolling hills, over 360 glaciers, and countless deep crevasse carved by water flows coming from the snow peaked mountains.

The North Island of New Zealand is long and curved, with a protruding round coast on each side. The Maori of New Zealand said that the island was shaped like a shark, and told legends of the land being fished out of the sea. The northern island is not as mountainous as the South Island, but still has a considerable number of hills. The highest point on the island is Mount Ruapehu, an active volcano standing over 2,797 meters tall. Many areas in the North Island are prone to geothermal activity, and several towns are based around sites of active geysers. The thermal features serve both as popular tourist attractions and a source of renewable geothermal power.

New Zealand has an abundance of waterways, with over 180,000 kilometers of rivers mapped across the country. The longest river in either of the islands is the Waikato River, with a length of 425 kilometers. The largest waterway is the Clutha River, which has a discharge of 533 cubic meters per second. The plentiful rivers are a source of energy for New Zealand, with more than half of the country’s electricity being generated from hydroelectric power. In the past, New Zealanders utilized rivers for transport, making use of more than 1,609 kilometers of navigable inland waters, although this is no longer common. The rivers are also important for the country’s tourism and recreation, with many sports and pursuits taking place on the water. New Zealand is considered unique due to the high number of “braided riverways” which can be seen across the South Islands. These flat and multi-channeled rivers, are formed by repeated runoff from snowmelt in the Alps, and a gradual build up of silt, combined with a steady erosion of river banks.

New Zealand’s rugged terrain and location in the world have a great effect on the national weather and climate. The country’s latitude means that New Zealand is faced with westerly flowing winds, incoming troughs of low pressure and anticyclones. The shape of the land can lead to significant regional differences in weather, as mountain ranges obstruct weather flows. Consequently, the climate in New Zealand can be highly variable from one location to the next. However, compared to other countries around the world, New Zealand is considered temperate, with no significant weather extremes, and a moderate climate all year round.

The legends of the native people of New Zealand, the Maori, say that New Zealand was created when the land was fished up from the sea by a legendary figure named Maui. The Maori believed that islands of New Zealand were later discovered by an ancient explorer named Kupe, who sailed down from the mythical island of Hawaiki.

Modern archeological research shows evidence of semi-permanent settlements in New Zealand by the early 14th century. Some early relics even indicate that the Maori could have already landed on the islands by the last years of the 13th century.

New Zealand was first sighted by Europeans on December 13th 1642, during an exploratory expedition captained by Abel Tasman. He assumed that the islands were part of Staten Island in Argentine, and called them Staten Landt. Dutch cartographers later renamed the island to Nieuw Zeeland, which was eventually anglicized to New Zealand.

No further European explorers came to New Zealand again until 1769, when Captain James Cook mapped the coastline of New Zealand. Soon after, European settlers and traders began to arrive in New Zealand and to establish small settlements and trading posts. The country also became popular for whaling and sealing expeditions. Soon after establishing themselves across the countryside, the settlers began to trade with the local Maori populations, offering muskets and other Western goods.

By the 1820s European settlement of New Zealand was well underway, with missionaries having arrived on the islands, and schools being set up for local children. In 1837 the New Zealand Association was founded, with the aim of encouraging trade with New Zealand. The Association was later renamed the New Zealand Company, and began to purchase large tracts of land for use by British migrants.

With the burgeoning growth of New Zealand, Britain took steps to secure its own interests in the country, and in 1839 the British government issued instructions to William Hobson ensure that the Maori population grants sovereignty of New Zealand to the British Crown.

On February 6th 1840 William Hobson organized the signing of the Treaty of Waitangi, an agreement between the Maori and the Crown, which gave the British Crown sovereignty over the country. The Treaty of Waitangi is widely considered to be the founding document of New Zealand.

Over the coming decades, immigration to New Zealand grew rapidly, and the country adopted numerous contemporary advances and infrastructures, such as telegraph lines, stream railways, a unified legal tender, and a Supreme Court. By the 1860s the swell of European migrants and the demand for new land led to the breakout of the New Zealand Land Wars between the British troops and Maori. The conflicts ended in 1872, and resulted in the confiscation of significant amounts of land from the Maori.

The New Zealand economy at the time was based primarily on local trade and the export of wool. However, advances in technology meant that by the 1890s the country had shifted its focus to the export of dairy products and frozen meat. New Zealand also saw major changes in its political focus, instating a welfare system and a pension system, and allowing women to vote.

In 1901 New Zealand opted against joining the Commonwealth of Australia, and in 1907 become a Dominion.

In the 20th century New Zealand became increasingly involved in international politics, sending armed forces to fight in World War I, World War II, Korea, and Vietnam. New Zealand also signed the South East Asia collective Defense Strategy, and joined the ANZUS military block.

In the 1970s the country underwent major changes to its economy, diverting its focus away from agricultural production and export, and taking steps to become a market orientated economy. The government dropped the subsidies it offered across numerous industries and sectors, including agriculture. New Zealand’s import regulations were liberalized, exchange rate controls were removed, and taxes were reduced to create a business friendly environment.

In the modern day New Zealand is considered to be one of the best countries in which to conduct business, with some of the best regulations for setting up businesses, protecting investors, or buying property. The country has been ranked as one of the least corrupt countries in the world, and is regularly regarded as one of the top places in the world in terms of social development and lifestyle.