Limited partnerships

Limited partnerships may be registered as proprietors of land and deal with land under the Land Transfer Act.

Limited partnerships are corporate bodies with the words 'limited partnership' in their name or the abbreviation 'LP' or 'L.P.' at the end of the name.

The Limited Partnerships Act 2008 provides that a limited partnership, registered by the Registrar of Companies under section 51 of the Act, is a separate legal person (section 11). The limited partnership has full capacity to carry on or undertake any business or activity, do any act, or enter into any transaction (section 12) including to transfer or take a transfer of property (section 14).

When a limited partnership deals with land, documents for registration under the Land Transfer Act should be signed under the name of the limited partnership by:

  1. a general partner (whose signature does not have to be witnessed), or
  2. if the partnership agreement of the limited partnership so provides, any person or class of persons whose signature or signatures must be witnessed.

This follows the requirements of section 17(1)(a) of the Limited Partnerships Act. In relation to (ii) above, the person executing should describe themselves as an 'authorised signatory' or similar.

A limited partnership instructing a conveyancer to lodge an e-dealing should sign Authority and Instruction forms in the same manner.