Incorporated limited partnerships

Abstract

An incorporated limited partnership is defined, rather unhelpfully, in the Partnership Acts as "an incorporated limited partnership formed in accordance with [the Act]".1 It might be better defined by reference to limited partnerships generally. A limited partnership is an association of persons carrying on business as partners where the liability of at least one of them is limited and the funds and business are managed by one or more general partners for the benefit of all of the partners collectively.2 Incorporated limited partnerships could then be defined in those terms, but with the additional feature of incorporation, meaning that they also have a corporate identity, a separate legal personality and perpetual succession. Unlike limited liability companies though, they do not confer limited liability on all of their members; only the limited partners are protected. The general partners remain liable, without limit, for the debts and obligations of the partnership. Incorporated limited partnerships are currently available in New South Wales, Victoria, South Australia, Queensland, the Australian Capital Territory and the Northern Territory.3 New Zealand has announced that it also intends to introduce a similar body with the same features and to make it available for similar purposes.