Partnership maintenance
While general partnerships (governed by the Partnership Law Act 2019) have fewer regulatory requirements than companies, good practice still requires proper record-keeping and formal processes.
Essential records
- Partnership accounts - maintain proper financial records showing income, expenses, and partner allocations
- Partner capital accounts - track each partner's capital contributions, drawings, and current account balance
- Partnership tax return - IR7 return showing how partnership income is allocated to partners
- Meeting records - document key partner decisions, especially those affecting profit shares or capital
Partner fiduciary duties
Partners owe each other fiduciary duties. This means acting honestly and in the interests of the partnership, not competing with the partnership, and disclosing conflicts of interest.
Limited Partnerships have additional obligations including annual returns to the Companies Office and maintaining a register of partners.
Trust compliance under the Trusts Act 2019
The Trusts Act 2019 significantly increased trustee obligations. If you are using a trading trust or family trust in your business structure, trustees must understand and meet these duties.
Mandatory trustee duties
These duties cannot be modified or excluded by the trust deed:
Trustees must have a copy of the trust deed and understand its terms. Claiming ignorance is not a defence.
Act for the benefit of beneficiaries or to further the purpose of the trust.
Exercise powers only for their intended purpose - not for personal benefit or unrelated purposes.
Trustees must form their own views and not simply follow the wishes of the settlor or other parties.
Default trustee duties
These apply unless modified by the trust deed:
- Invest prudently - exercise care, diligence, and skill when investing trust property
- Not to benefit personally - avoid conflicts of interest and self-dealing
- Act impartially - balance the interests of different beneficiaries fairly
- Not delegate inappropriately - maintain proper oversight of any agents
Trust records
The Trusts Act 2019 requires trustees to keep specific records. These must be retained for the life of the trust.
- Trust deed and any variations or amendments
- Records of trust property and any changes in ownership
- Financial statements showing income and distributions
- Minutes of trustee decisions and meetings
- Written resolutions for distributions to beneficiaries
- Contracts entered into by the trust
Beneficiary disclosure: Trustees must also provide basic information to beneficiaries about the trust's existence, unless there are good reasons to withhold it. This is a significant change from previous law.
What we do at this stage
We can review your partnership agreement or trust deed to ensure it remains fit for purpose. We also help trustees understand their obligations under the Trusts Act 2019 and set up proper record-keeping and governance systems.