Legal Structure: Differences between Ltd and Partnership for Buyers
Legal Structure: Differences between Ltd and Partnership for Buyers
What are the primary legal and tax differences between acquiring an NZ business structured as a Limited Company (Ltd) versus a Partnership?
3 Answers
Acquiring a New Zealand Ltd company limits the buyer’s personal liability to their investment and involves corporate tax on profits, while a partnership exposes owners to joint liability and taxes are paid at the partners’ personal rates. Ltd companies offer easier transfer of ownership, whereas partnerships may require renegotiation of partner agreements.
When buying a business in New Zealand, the structure really changes the legal and tax picture, and it can feel like choosing between two very different paths. Acquiring a Limited Company (Ltd) gives you the comfort of limited liability, so your personal assets are generally protected if things go wrong, and the company pays corporate tax on profits. In contrast, a Partnership offers simpler setup and more direct profit flow, but partners have unlimited personal liability and pay tax personally on their share of income, which can be riskier. Understanding these differences upfront helps you choose a structure that balances protection, flexibility, and tax efficiency, so you can sleep at night knowing your investment is safeguarded.
Acquiring an NZ Limited Company (Ltd) offers limited liability for owners, a clear shareholding structure, and corporate tax at 28%, making it easier to transfer ownership. A Partnership, by contrast, exposes owners to unlimited personal liability, with profits taxed directly at individual rates, and transfers often require partner consent. Choosing between them balances risk protection, tax planning, and ease of sale.