Limited Partnerships Act 2016

The liability of a limited partner to contribute to the liabilities of the limited partnership is, subject to this Part, not to exceed the amount shown in the register as the partner’s agreed contribution.

If a limited partner in a limited partnership makes a contribution towards their agreed contribution, the liability of the limited partner is reduced to the amount of the partner’s agreed contribution shown in the register as unpaid.

If the whole or any part of a contribution made by a limited partner in a limited partnership towards their agreed contribution is received back by the partner, the liability of the limited partner is increased to the amount of the partner’s agreed contribution shown in the register as unpaid.

If a partnership (the investing partnership) is a limited partner in a limited partnership (the principal partnership), a partner in the investing partnership has no separate liability to contribute to the liabilities of the principal partnership.

Nothing in subsection (4) affects any liability of the investing partnership as a limited partner to contribute to the liabilities of the principal partnership.