End a limited partnership

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How to end a limited partnership

There are three ways to end a limited partnership:

  • Change a limited partnership to a general partnership
  • Dissolve a limited partnership
  • Wind up a limited partnership

Each requires you to notify us within seven days by:

If the documentation provided is correct, we will process the form within 5 working days.

There is no fee to be paid.

Please note: if you lodge a form that is difficult to read, we may request that you also send the original forms by post.

Change a limited partnership to a general partnership

A business can change from being a limited partnership to a general partnership if all its limited partners either become general partners or leave the partnership. 

This requires agreement from all the partners, both general and limited.

Dissolve a limited partnership

A limited partnership can be dissolved according to the terms of the partnership agreement. 

Subject to the terms of the agreement, the following restrictions apply: 

  • A limited partner cannot dissolve a limited partnership by issuing a notice on their own. 
  • The general partner(s) or the other limited partner(s) cannot dissolve a limited partnership on the basis that a limited partner has: 
    • allowed their share of the partnership property to be used as collateral for debts outside the partnership 
    • died 
    • become bankrupt 
    • retired 
    • become dissolved (if a body corporate).

Wind up a limited partnership

If the partners agree to wind up a limited partnership, this must be done by the general partners unless a court or tribunal orders differently.