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Beyond Companies: Dealing with Other Entity Types in Trade Credit

By: Joshua Wong, Vice President NZCFI

Beyond Companies: Dealing with Other Entity Types in Trade Credit

Most of the time, trade credit teams in New Zealand are set up to deal with limited liability companies and sole traders. The process feels familiar: run your reports, check directors, consider guarantees, register on the PPSR, and move on. The wheels start to wobble when the applicant is a trust, an incorporated society, a partnership, a limited partnership, or some sort of alliance or joint venture. You can’t always run a neat, single credit report on the ‘name’ in front of you, and it’s easy to feel like you’re flying half blind.

Who are you actually dealing with?

In brief, the key question is not just what the entity is called, but who you really have recourse against if things go wrong. Companies and incorporated joint ventures are separate legal entities, they can own assets and be sued in their own name. Trusts and general partnerships are relationships between people, not standalone entities. The trustees or partners are the ones who actually carry the liability, so that is where your analysis and documentation have to land.

Non-standard entities at a glance
  • Trusts and trading trusts – not separate legal entities. All trustees need to sign, and you should be doing personal checks (insolvency, PPSR, property searches) on each trustee.
  • General partnerships – again, not separate legal entities. Each partner is jointly and severally liable for the whole debt; all partners should sign and, where possible, guarantee.
  • Limited partnerships – separate legal entities, with a visible general partner and largely invisible limited partners. You contract with the limited partnership, but the general partner carries the management and practical risk.
  • Incorporated societies and charitable structures – separate entities on their own register. You can search their officers, rules and filings, and you should sanity-check whether the credit you’re offering fits their stated purpose.
  • Joint ventures and alliances – can be unincorporated (you are really dealing with two or more underlying entities together) or incorporated (a special-purpose JV company). The paperwork needs to line up with whichever model you are actually facing.
Practical Checks & Red Flags

The principle is simple: do the same checks you would normally do, but often one layer back. For trusts and partnerships, that means searching the people behind the structure. For limited partnerships and joint ventures, it means understanding who the general partner or JV partners are, and what each brings to the table. If an applicant is cagey about basic information such as refusing to provide trust deeds, partnership details, limited partner information, or a copy of an incorporated society’s rules, that hesitation itself can be a red flag.

Signing is another pressure point. For trusts and partnerships, aim for all trustees or all partners on your credit application and terms. For limited partnerships, the general partner signs; for incorporated societies, follow their rules (often two officers, and in older cases use of a common seal). If someone holds themselves out as having authority, the law will often treat that as binding on the entity, but only up to the point where you genuinely believed they had that role.

One last takeaway

Don’t be afraid to ask more questions, and don’t open the account until the answers make sense. Get names, documents, signing authority, and a clear picture of who ultimately stands behind the obligation. The structures are often designed to make that harder to see, which is exactly why credit professionals need to push for clarity up front rather than trying to piece it together after a default.

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