Managing a Limited Partnership

Scope and Key Points

This LP directory covers ongoing requirements, resignation notifications, conversion or restoration of registration, closure and transaction fees. Partner changes may affect the registration status, so the conversion and restoration guidance deserves separate attention. The resignation page addresses a partner or manager notifying ACRA when the general partner has not done so. For cessation or dissolution, use the dedicated closure guidance rather than treating a registration update as business closure.

Choose the LP Guide for the Event That Occurred

Use the LP directory as a routing tool, not as a single filing transaction. For an operating LP, review ongoing registration and particulars obligations. For a change in the partners, examine whether the LP still has the required limited partner before assuming that an ordinary particulars update is the only consequence. For a decision to stop trading, use the closure guide instead.

The detailed conversion guidance explains that losing every limited partner suspends LP registration. With one general partner remaining, the business converts to a sole proprietorship; with several general partners, it converts to a partnership. Appointing a new limited partner can restore LP registration automatically. An investment-fund LP moving out of its Regulation 12 conditions is a separate conversion question, with possible changes to public partner information and reporting.

Closure has its own preparation: the general partner or CSP identifies cessation or dissolution, settles administrative matters and cancels GST registration where applicable. For cessation, ACRA requires a current or past cessation date and a reason. An expired LP must renew before filing cessation. As practical preparation, check the current registration status and retain the resulting Ceased Registration or Dissolved confirmation rather than treating a partner withdrawal as confirmation that the whole business has closed.