Persons Using Trade
Name, Registration
110 Individual
using trade name
111 Ceasing
to use business name
112 Penalty
for late filing
113 Stay
of action
114 Binding effect
of declaration
115 Liability
of persons signing declaration
Declaration of
Dissolution
116 Declaration
of dissolution
Regulations
117 Regulations
HER MAJESTY, by and with
the advice and consent of the Legislative Assembly of Alberta, enacts as
follows:
Definitions
1 In this Act,
(a) “Alberta
LLP” means a partnership registered under section 83 as an Alberta LLP;
(b) “Alberta
partner” with respect to an extra‑provincial LLP includes a partner who
ordinarily resides outside Alberta all or part of the time but practises in
Alberta;
(c) “business”
includes every trade, occupation and profession;
(d) “Court”
means the Court of Queen’s Bench;
(e) “extra‑provincial
LLP” means a limited liability partnership registered under section 95 as an
extra‑provincial LLP;
(f) “governing
jurisdiction” with respect to a partnership means the jurisdiction the law of
which governs the interpretation of the partnership agreement, by operation of
law or through a provision in the partnership agreement or another document created
by the partnership;
(g) “partnership”
means the relationship that subsists between persons carrying on a business in
common with a view to profit;
(h) “partnership
property” means property and rights and interests in property originally
brought into the partnership stock, or acquired, whether by purchase or
otherwise, on account of the firm, or for the purposes of and in the course of
the partnership business;
(i) “Registrar” means the Registrar of
Corporations or a Deputy Registrar of Corporations appointed under the Business Corporations Act.
RSA 1980 cP‑2
s1;1983 cC‑7.1 s27;1987 c16 s2;
1999 c27 s2
Meaning of “firm”
and “firm name”
2 Persons who have entered into partnership with
one another are for the purposes of this Act called collectively a “firm”, and
the name under which their business is carried on is called the “firm name”.
RSA 1980 cP‑2 s2
Part 1
Ordinary Partnerships
Body corporate not
partnership
3 The relationship between members of any company
or association who constitute a corporation under any law in force in Alberta
is not a partnership within the meaning of this Act.
RSA 1980 cP‑2 s3
Determining existence of
partnership
4 In determining whether a partnership does or
does not exist, regard shall be had to the following rules:
(a) joint
tenancy, tenancy in common, joint property, common property or part ownership
does not of itself create a partnership as to anything so held or owned,
whether the tenants or owners do or do not share profits made by the use of it;
(b) the
sharing of gross returns does not of itself create a partnership, whether the
persons sharing the returns have or have not a joint or common right or
interest in property from which or from the use of which the returns are
derived;
(c) the
receipt by a person of a share of the profits of a business is proof, in the
absence of evidence to the contrary, that that person is a partner in the
business, but the receipt of the share, or of a payment contingent on or
varying with the profits of the business, does not of itself make the person
receiving the share or payment a partner in the business, and in particular:
(i) the receipt by a person of a debt or other liquidated amount by
instalments or otherwise out of the accruing profits of a business does not of
itself make that person a partner in the business or liable as a partner;
(ii) a contract for the remuneration of a servant or agent of a person
engaged in a business by a share of the profits of the business does not of
itself make the servant or agent a partner in the business or liable as a
partner;
(iii) a person who is a surviving spouse or adult interdependent
partner or child of a deceased partner and who receives by way of annuity a
portion of the profits made in the business in which the deceased person was a
partner does not by reason only of that receipt become a partner in the
business or liable as a partner;
(iv) the advance of money by way of loan to a person engaged or about
to engage in a business on a contract with that person that the lender shall
(A) receive a rate of interest varying with the
profits, or
(B) receive a share of the profits arising from
carrying on the business,
does not of itself
make the lender a partner with the person or persons carrying on the business
or liable as a partner, so long as the contract is in writing and signed by or
on behalf of all the parties to the contract;
(v) a person receiving by way of annuity or
otherwise a portion of the profits of a business in consideration of the sale
by the person of the goodwill of the business is not by reason only of that
receipt a partner in the business or liable as a partner.
RSA 2000 cP‑3
s4;2002 cA‑4.5 s61
Rights of lender and
seller of goodwill
5(1) When a person to whom money has been advanced
by way of loan on a contract referred to in section 4, or a buyer of a goodwill
in consideration of a share of the profits of the business,
(a) makes
an assignment for the benefit of that person’s creditors,
(b) enters
into an arrangement to pay that person’s creditors less than 100 cents on the
dollar, or
(c) becomes
bankrupt or dies in insolvent circumstances,
the lender is not
entitled to recover anything in respect of the lender’s loan, and the seller of
the goodwill is not entitled to recover anything in respect of the share of
profits contracted for, until the claims of the other creditors of the borrower
or buyer for valuable consideration in money or money’s worth have been
satisfied.
(2) This section shall be construed as being
subject to the Bankruptcy and Insolvency
Act (Canada).
RSA 1980 cP‑2
s5;1994 c23 s51
Relations of Partners to
Persons Dealing with Them
Partner an agent
6 Each partner is an agent of the firm and of the
partner’s other partners for the purpose of the business of the partnership.
RSA 1980 cP‑2 s6
Power of partner to bind
the firm
7 The acts of each partner in carrying on in the
usual way business of the kind carried on by the firm of which the partner is a
member, bind the firm and the partner’s partners, unless
(a) the
partner so acting has in fact no authority to act for the firm in the
particular matter, and
(b) the person with whom the partner is dealing
knows that the partner has no authority, or does not know or believe the
partner to be a partner.
RSA 1980 cP‑2 s7
Partners bound by acts
on behalf of firm
8(1) An act or instrument relating to the business
of the firm and done or executed in the firm name, or in another manner showing
an intention to bind the firm, by a person authorized in that behalf, whether a
partner or not, binds the firm and the partners.
(2) Subsection (1) does not affect any general rule
of law relating to the execution of deeds, instruments or documents affecting
land or negotiable instruments.
RSA 1980 cP‑2 s8
Using of credit
9(1) If one partner pledges the credit of the firm
for a purpose apparently not connected with the ordinary course of business of
the firm, the firm is not bound unless the partner is in fact especially
authorized by the other partner or partners to do such an act.
(2) Subsection (1) does not affect any personal
liability incurred by an individual partner.
RSA 1980 cP‑2 s9
Notice that firm not
bound by acts of partner
10 When the partners have agreed that a restriction
is placed on the power of one or more of the partners to bind the firm, an act
done in contravention of the agreement is not binding on the firm with respect
to persons having notice of the agreement.
RSA 1980 cP‑2 s10
Liability of partner
11(1) This section is to be applied subject to
section 12.
(2) Each
partner in a firm is liable jointly with the other partners for debts and
obligations of the firm incurred while that partner is a partner.
(3) When
a partner dies, the partner’s estate is severally liable, in the due course of
administration, for any debts and obligations of the firm incurred while the
deceased partner was a partner that remain unsatisfied.
(4) The payment of debts and obligations under
subsection (2) is subject to the prior payment of the separate debts of the
deceased partner.
RSA 1980 cP‑2
s11;1999 c27 s3
LLP limited liability
12(1) Subject to subsections (2) and (4), a partner
in an Alberta LLP is not individually liable, directly or indirectly by means
of indemnification, contribution, assessment or otherwise, for debts,
obligations or liabilities of the partnership or another partner that arise
from the negligence, wrongful acts or omissions, malpractice or misconduct of
(a) another
partner, or
(b) an
employee, agent or representative of the partnership
that occur in the
ordinary course of carrying on practice in an eligible profession within the
meaning of section 81 while the partnership is an Alberta LLP.
(2) Subsection
(1) does not operate to protect a partner from liability
(a) where
the partner knew of the negligence, wrongful act or omission, malpractice or
misconduct at the time it was committed and failed to take reasonable steps to
prevent its commission, or
(b) where
(i) the negligence, wrongful act or omission, malpractice or
misconduct was committed by an employee, agent or representative of the
partnership for whom the partner was directly responsible in a supervisory
role, and
(ii) the partner failed to provide such adequate and competent
supervision as would normally be expected of a partner in those circumstances.
(3) A
partner in an Alberta LLP is not a proper party to a proceeding by or against
the partnership that claims relief in respect of negligence, wrongful acts or
omissions, malpractice or misconduct referred to in subsection (1).
(4) The protection from liability given to a
partner under subsection (1) shall not be construed as offering any protection
from claims against that partner’s interest in the partnership property.
1999 c27 s4
Liability of firm for
wrongs
13 When, by a wrongful act or omission of a partner
acting in the ordinary course of the business of the firm or with the authority
of the partner’s co‑partners, loss or injury is caused to a person not
being a partner in the firm, or a penalty is incurred, the firm is liable for
it to the same extent as the partner so acting or omitting to act.
RSA 1980 cP‑2 s12
Misapplication of money
14 The firm is liable to make good any loss when
(a) one
partner acting within the scope of the partner’s apparent authority receives
the money or property of a third person and misapplies it, or
(b) a firm in the course of its business
receives money or property of a third person, and the money or property so
received is misapplied by one or more of the partners while it is in the
custody of the firm.
RSA 1980 cP‑2 s13
Liability for wrongs,
joint and several
15 Except as provided in section 12, each partner
is liable jointly with the partner’s co‑partners and also severally for
everything for which the firm while the partner is a partner in it becomes liable
under section 13 or 14.
RSA 1980 cP‑2
s14;1999 c27 s5
Improper employment of
trust property
16(1) If a partner who is a trustee improperly
employs trust property in the business or on the account of the partnership, no
other partner is liable for the trust property to the persons beneficially
interested in it.
(2) Subsection
(1) does not affect a liability incurred by a partner by reason of that
partner’s having notice of a breach of trust.
(3) Subsections (1) and (2) do not prevent trust
money from being followed and recovered from the firm if still in the firm’s
possession or under its control.
RSA 1980 cP‑2 s15
Persons liable by
holding out
17(1) Each person who by spoken or written words or
by conduct represents that person, or who knowingly permits that person to be
represented, as a partner in a particular firm is liable as a partner to any
one who has on the faith of that representation given credit to the firm.
(2) Each
person liable as a partner under subsection (1) is so liable whether the
representation has or has not been made or communicated to the person so giving
credit by or with the knowledge of the apparent partner making the
representation or permitting it to be made.
(3) If after the death of a partner the partnership
business is continued in the old firm name, the continued use of that name or
of the deceased partner’s name as a part of that name does not of itself make
the executor or administrator of the deceased partner or the deceased partner’s
estate liable for partnership debts contracted after the deceased partner’s
death.
RSA 1980 cP‑2 s16
Admissions and
representations
18 An admission or representation made by a partner
concerning the partnership affairs and in the ordinary course of the business
of the partnership is evidence against the firm.
RSA 1980 cP‑2 s17
Notice to acting partner
19(1) Notice to a partner who habitually acts in the
partnership business of a matter relating to partnership affairs operates as
notice to the firm.
(2) The notice does not operate as a notice to the
firm when there is a fraud on the firm committed by or with the consent of the
partner to whom the notice is given.
RSA 1980 cP‑2 s18
Liability of incoming
and outgoing partners
20(1) A person who is admitted as a partner into an
existing firm does not by that admission become liable to the creditors of the
firm for anything done before the person became a partner.
(2) A
partner who retires from a firm does not by reason of retirement cease to be
liable for partnership debts or obligations incurred before the partner’s
retirement.
(3) A
retiring partner may be discharged from any existing liabilities by an
agreement to that effect between that partner and the members of the firm, as
newly constituted, and the creditors.
(4) An agreement under subsection (3) may be either
expressed or inferred as a fact from the course of dealing between the
creditors and the firm as newly constituted.
RSA 1980 cP‑2 s19
Revocation of continuing
guaranty
21 A continuing guaranty given to a firm or to a
third person in respect of the transactions of a firm is, in the absence of
agreement to the contrary, revoked as to future transactions by a change in the
constitution of the firm
(a) to
which the guaranty was given, or
(b) in respect of the transactions of which the
guaranty was given.
RSA 1980 cP‑2 s20
Relations of Partners to
One Another
Variation by consent of
terms of partnership
22(1) The mutual rights and duties of partners
whether ascertained by agreement or defined by this Act may be varied by the
consent of the partners.
(2) The consent may be either expressed or inferred
from a course of dealing.
RSA 1980 cP‑2 s21
Partnership property
23(1) Partnership property shall be held and applied
by the partners exclusively for the purposes of the partnership and in
accordance with the partnership agreement.
(2) Notwithstanding
subsection (1), the legal or registered estate or interest in land that belongs
to the partnership devolves
(a) according
to the nature and tenure of the land, and the general rules of law applicable
to it, and
(b) in
trust so far as necessary, for the persons beneficially interested under this
section in the land.
(3) When
(a) co‑owners
of an estate or interest in land that is not partnership property are partners
as to the profits made by the use of that estate or interest, and
(b) co‑owners
purchase another estate or interest in land out of those profits, to be dealt
with in like manner,
the estate or interest so purchased belongs to those co‑owners,
in the absence of an agreement to the contrary, not as partners but as co‑owners
for the same respective estates and interests as were held by them at the date
of purchase in the first mentioned estate or interest in land.
RSA 1980 cP‑2 s22
Property bought with
partnership money
24 Property bought with money belonging to the firm
is deemed to have been bought on account of the firm unless there appears to be
a contrary intention.
RSA 1980 cP‑2 s23
Partnership property is
personal estate
25 When land or an interest in land becomes
partnership property it shall, unless the contrary intention appears, be
treated as between the partners, including the representatives of a deceased
partner, as personal or movable property and not as real property.
RSA 1980 cP‑2 s24
Procedure against
partnership property
26 A writ of enforcement shall not issue against
partnership property except on a judgment against the firm.
RSA 1980 cP‑2
s25;1994 cC‑10.5 s166
Charging partner’s interest
27(1) The Court on application by notice of motion by
a judgment creditor of a partner
(a) may
make an order charging that partner’s interest in the partnership property and
profits with payment of the amount of the judgment debt and interest on the
judgment debt, and
(b) may,
by the order referred to in clause (a) or a subsequent order,
(i) appoint a receiver of that partner’s share of profits whether
already declared or accruing, and of any other money that might be coming to
the partner in respect of the partnership, and
(ii) direct accounts and inquiries and give other orders and
directions
(A) that might have been directed or given if
the charge had been made in favour of the judgment creditor by the partner, or
(B) that the circumstances of the case require.
(2) The
other partner or partners is or are at liberty at any time
(a) to
redeem the charge against the interest of the partner in the partnership, or
(b) if a sale is directed, to purchase that
interest.
RSA 1980 cP‑2 s26
Determination of
partners’ interest
28 Subject to section 12 and subject to an
agreement, express or implied, between the partners, the interest of partners
in the partnership property and their rights and duties in relation to the
partnership shall be determined by the following rules:
(a) all
the partners are entitled to share equally in the capital and profits of the
business and shall contribute equally toward the losses, whether of capital or
otherwise, sustained by the firm, but a partner is not individually liable to
contribute to losses arising from a liability for which the partner is not
liable under section 12;
(b) the
firm shall indemnify each partner in respect of payments made and personal
liabilities incurred by the partner
(i) in the ordinary and proper conduct of the business of the firm,
or
(ii) in or about anything necessarily done for the preservation of the
business or property of the firm,
but a partner is not
required to indemnify or make contributions to other partners in respect of
debts or obligations of the partnership for which the partner is not liable
under section 12;
(c) a
partner who makes for the purpose of the partnership a payment or advance
beyond the amount of capital that the partner has agreed to subscribe is
entitled to interest from the date of the payment or advance;
(d) a
partner is not entitled before the ascertainment of profits to interest on the
capital subscribed by the partner;
(e) each
partner may take part in the management of the partnership business;
(f) no
partner is entitled to remuneration for acting in the partnership business;
(g) no
person may be introduced into the firm as a partner without the consent of all
existing partners;
(h) a
difference arising as to ordinary matters connected with the partnership
business may be decided by a majority of the partners;
(i) no
change may be made in the nature of the partnership business without the
consent of all existing partners;
(j) the partnership books are to be kept at the
place of business of the partnership, or the principal place of business if
there is more than one, and each partner may have access to and inspect and
copy any of the books.
RSA 1980 cP‑2
s27;1999 c27 s6
Expulsion of partner
29 No majority of the partners has any power to
expel a partner unless a power to do so has been previously conferred by
express agreement between the partners.
RSA 1980 cP‑2 s28
Retirement from
partnership at will
30(1) When no fixed term has been agreed on for the
duration of a partnership, or a partnership is continued after a fixed term has
expired, a partner may at any time determine the partnership on giving notice
of the partner’s intention to do so to all the other partners.
(2) If the partnership was originally constituted
by deed, a notice in writing signed by the partner giving the notice is sufficient
for the purposes of subsection (1).
RSA 1980 cP‑2 s29
Effect of continuance of
partnership business
31(1) When a partnership entered into for a fixed
term is continued after the term has expired and without an express new
agreement, the rights and duties of the partners remain the same as they were
at the expiration of the term so far as they are consistent with the incidents
of a partnership at will.
(2) A continuance of the business by the partners
or those of them who have habitually acted in the business during the term
without a settlement or liquidation of the partnership affairs is presumed to
be a continuance of the partnership.
RSA 1980 cP‑2 s30
Right to accounts
32 Each partner is bound to render true accounts
and full information of all things affecting the partnership to any partner or
any partner’s legal representative.
RSA 1980 cP‑2 s31
Accountability of
partners for private profits
33(1) Each partner shall account to the firm for a
benefit derived by the partner without the consent of the other partners from
(a) any
transaction concerning the partnership, or
(b) any
use by the partner of the partnership property, name or business connection.
(2) Subsection (1) applies to transactions
undertaken after a partnership has been dissolved by the death of a partner and
before the affairs of the partnership have been completely wound up by a
surviving partner or by the representative of the deceased partner.
RSA 1980 cP‑2 s32
Account by partner
competing with firm
34 If a partner without the consent of the other
partners carries on a business of the same nature as and competing with that of
the firm, the partner shall account for and pay over to the firm the profits
made by the partner in that business.
RSA 1980 cP‑2 s33
Rights of assignee of
share in partnership
35(1) An assignment by a partner of the partner’s
share in the partnership, either absolute or by way of mortgage, encumbrance or
redeemable charge, does not as against the other partners entitle the assignee
during the continuance of the partnership
(a) to
interfere in the management or administration of the partnership business or
affairs,
(b) to
require accounts of the partnership transactions, or
(c) to
inspect the partnership books.
(2) An
assignee under subsection (1)
(a) is
entitled to receive the share of profits to which the assigning partner would
otherwise be entitled, and
(b) shall
accept the account of profits agreed to by the partners.
(3) When
a partnership is dissolved whether with respect to all the partners or the
assigning partner, an assignee is entitled
(a) to
receive the share of the partnership assets to which the assigning partner is
entitled as between that assigning partner and the other partners, and
(b) to
an account as from the date of the dissolution of the partnership, for the
purpose of ascertaining the share referred to in clause (a).
(4) In this section, “assignee” includes
“mortgagee” and “encumbrancee”.
RSA 1980 cP‑2 s34
Dissolution of
Partnership and its Consequences
Dissolution by expiration
of notice
36(1) Subject to an agreement between the partners, a
partnership is dissolved
(a) if
entered into for a fixed term, by the expiration of that term,
(b) if
entered into for a single adventure or undertaking, by the termination of that
adventure or undertaking, or
(c) if
entered into for an undefined time, by a partner giving notice to the other
partner or partners of that partner’s intention to dissolve the partnership.
(2) In the case mentioned in subsection (1)(c), the
partnership is dissolved as from the date mentioned in the notice as the date
of dissolution, or if no date is mentioned in the notice, then as from the date
of communication of the notice.
RSA 1980 cP‑2 s35
Dissolution by death,
assignment in trust or charge
37(1) Subject to an agreement between the partners, a
partnership is dissolved with regard to all the partners
(a) by
the death of a partner,
(b) by
the assignment of a partner’s property in trust for the benefit of the
partner’s creditors, or
(c) by
the bankruptcy of a partner.
(2) A partnership may at the option of the other
partners be dissolved if a partner permits the partner’s share of the
partnership property to be charged under this Act for the partner’s separate
debt.
RSA 1980 cP‑2 s36
Dissolution by
illegality of partnership
38 A partnership is dissolved by the happening of
an event that makes it unlawful for the business of the firm to be carried on
or for the members of the firm to carry on the business in partnership.
RSA 1980 cP‑2 s37
Dissolution by the Court
39(1) On application by a partner, the Court may
order a dissolution of the partnership in any of the following cases:
(a) when
a partner is shown to the satisfaction of the Court to be of permanently
unsound mind;
(b) when
a partner other than the partner suing becomes in any way, other than through
permanent unsoundness of mind, permanently incapable of performing that
partner’s part of the partnership contract;
(c) when
a partner other than the partner suing has been guilty of conduct that in the
opinion of the Court, regard being had to the nature of the business, is
calculated to affect prejudicially the carrying on of the business;
(d) when
a partner other than the partner suing wilfully or persistently commits a
breach of the partnership agreement or otherwise so behaves in matters relating
to the partnership business that it is not reasonably practicable for the other
partner or partners to carry on the business in partnership with that partner;
(e) when
the business of the partnership can only be carried on at a loss;
(f) when
circumstances have arisen that in the opinion of the Court render it just and
equitable that the partnership be dissolved.
(2) In
a case arising under subsection (1)(a), the application may be made
(a) on
behalf of the partner alleged to be of permanently unsound mind by the
partner’s guardian, next friend or a person having a right to intervene, or
(b) by any other partner.
RSA 1980 cP‑2 s38
Rights of person dealing
with firm against apparent
members of firm
40(1) When a person deals with a firm after a change
in that firm’s constitution, the person is entitled to treat apparent members
of the old firm as still being members of the firm until the person has notice
of the change.
(2) The
filing of a declaration under section 116 and the publication of the
declaration in at least 2 consecutive issues of The Alberta Gazette is notice
of dissolution to persons who had no dealings with the firm before the date of
filing the declaration and publication.
(3) The
estate of a partner who
(a) dies,
(b) makes
an assignment for the benefit of the partner’s creditors,
(c) becomes
bankrupt, or
(d) not
having been known to the person dealing with the firm to be a partner, retires
from the firm,
is not liable for
partnership debts contracted after the date of the death, assignment,
bankruptcy or retirement, as the case may be.
(4) This section shall be read subject to the Bankruptcy and Insolvency Act (Canada).
RSA 1980 cP‑2
s39;1994 c23 s51
Rights of partner to
give notice of dissolution
41 On the dissolution of a partnership or
retirement of a partner, any partner
(a) may
publicly give notice of the dissolution or retirement, and
(b) may require the other partner or partners to
concur for that purpose in all necessary or proper acts, if any, that cannot be
done without the partner’s or their concurrence.
RSA 1980 cP‑2 s40
Winding‑up
42 When a partnership is dissolved, the authority
of each partner to bind the firm and the other rights and obligations of the
partners continue notwithstanding the dissolution, but only to the extent
necessary to wind up the affairs of the partnership and to complete
transactions begun but unfinished at the time of the dissolution.
RSA 1980 cP‑2 s41
Partners’ rights to property
43(1) On the dissolution of a partnership, each
partner is entitled, as against the other partners and persons claiming through
them in respect of their interests as partners,
(a) to
have the property of the partnership applied in payment of the debts and
liabilities of the firm, and
(b) to
have the surplus assets after that payment applied in payment of what is due to
the partners respectively after deducting what is due from them as partners to
the firm.
(2) For the purposes of subsection (1), any partner
or any partner’s representatives may on the termination of the partnership
apply to the Court to wind up the business and affairs of the firm.
RSA 1980 cP‑2 s42
Partnership prematurely
dissolved
44 When one partner has paid a premium to another
on entering into a partnership for a fixed term and the partnership is
dissolved before the expiration of that term otherwise than by the death of a
partner, the Court may order the repayment of the premium, or of any part of it
that it thinks just, having regard to the terms of the partnership contract and
to the length of time during which the partnership has been continued, unless
(a) the
dissolution is in the judgment of the Court wholly or chiefly due to misconduct
of the partner who paid the premium, or
(b) the partnership has been dissolved by an
agreement containing no provision for a return of the premium or any part of
it.
RSA 1980 cP‑2 s43
Rights when partnership
dissolved for fraud or misrepresentation
45 If a partnership contract is rescinded on the
ground of the fraud or misrepresentation of one of the parties to it, the party
entitled to rescind is, without prejudice to any other right, entitled
(a) to
a lien on or right of retention of the surplus of the partnership assets, after
satisfying the partnership liabilities, for any sum of money paid by the party
for the purchase of a share in the partnership and for any capital contributed
by the party,
(b) to
stand in the place of the creditors of the firm for any payment made by the
party in respect of the partnership liabilities, and
(c) to be indemnified against all the debts and
liabilities of the firm by the person guilty of the fraud or making the
representation.
RSA 1980 cP‑2 s44
Outgoing partner
46(1) When a member of a firm dies or otherwise
ceases to be a partner and the surviving or continuing partners carry on the
business of the firm with its capital or assets without a final settlement of
accounts as between the firm and the outgoing partner or that partner’s estate,
the outgoing partner or that partner’s estate, in the absence of an agreement
to the contrary, is entitled at the option of the outgoing partner or that
partner’s representatives to
(a) the
share of the profits made since the dissolution of the partnership that the
Court finds to be attributable to the use of the outgoing partner’s share of
the partnership assets, or
(b) interest
on the amount of the outgoing partner’s share of the partnership assets.
(2) When
by the partnership contract an option is given to surviving or continuing
partners to purchase the interest of a deceased or outgoing partner and that
option is exercised, the estate of the deceased partner or the outgoing partner
or the outgoing partner’s estate, as the case may be, is not entitled to a further
or other share of profits.
(3) If a partner assuming to act in exercise of the
option referred to in subsection (2) does not in all material respects comply
with the terms of the option, that partner is liable to account under
subsection (1).
RSA 1980 cP‑2 s45
Retiring or deceased
partners
47 Subject to any agreement between the partners,
the amount due from surviving or continuing partners to an outgoing partner or
to the representatives of a deceased partner in respect of the share of the
outgoing or deceased partner is a debt accruing at the date of the dissolution
or death.
RSA 1980 cP‑2 s46
Distribution of assets
on final settlement of accounts
48 In settling accounts between the partners after
a dissolution of partnership the following rules shall, subject to any
agreement, be observed:
(a) losses,
including losses and deficiencies of capital, must be paid
(i) first out of profits,
(ii) next out of capital, and
(iii) last, if necessary, by the partners individually in the
proportion in which they were entitled to share profits,
but a partner is not
required to pay any loss arising from a liability for which the partner is not
liable under section 12;
(b) the
assets of the firm including the sums of money, if any, contributed by the partners
to make up losses or deficiencies of capital shall be applied in the following
manner and order:
(i) in paying the debts and liabilities of the firm to persons who
are not partners in the firm;
(ii) in paying to each partner ratably what is due from the firm to
that partner for advances as distinguished from capital;
(iii) in paying to each partner ratably what is due from the firm to
that partner in respect of capital;
(iv) the ultimate residue, if any, shall be
divided among the partners in the proportion in which profits are divisible.
RSA 1980 cP‑2
s47;1999 c27 s7
Part 2
Limited Partnerships
Application of Part
49 This Act shall, in the case of limited
partnerships, be read subject to this Part.
RSA 1980 cP‑2 s48
Definition
50 In this Part, “certificate” means a certificate
made under section 52 and includes a certificate that has been amended.
RSA 1980 cP‑2 s49
Limited partnerships
51(1) A limited partnership may, subject to this
Part, be formed to carry on any business that a partnership without limited
partners may carry on.
(2) A
limited partnership shall consist of
(a) one
or more persons who are general partners, and
(b) one
or more persons who are limited partners.
(3) There
may be any number of limited partners in a limited partnership.
(4) Persons comprising a firm may enter into a
limited partnership with other persons, including persons comprising one or
more other firms.
RSA 1980 cP‑2
s50;1981 c28 s2;1987 c16 s2
Formation of limited
partnership
52(1) Subject to subsection (2), a limited
partnership is formed when a certificate substantially complying with
subsection (3) is filed with and recorded by the Registrar.
(2) A
partnership that
(a) was
formed in a jurisdiction, other than Alberta, that is designated by the Lieutenant
Governor in Council for the purposes of this subsection, and
(b) is
registered or otherwise formally recognized as a limited partnership under the
laws of that jurisdiction
may be registered as a
limited partnership under this Act on the filing with and recording by the
Registrar of a certificate that complies, or in the opinion of the Registrar
substantially complies, with subsection (3).
(3) A
certificate shall be signed by all the persons desiring to form a limited
partnership and shall state
(a) the
firm name under which the limited partnership is to be conducted,
(b) the
character of the business,
(c) the
name and residential address of each partner, general and limited partners
being respectively designated,
(d) the
term for which the limited partnership is to exist,
(e) the
amount of cash and the nature and fair value of other property, if any,
contributed by each limited partner,
(f) the
amount of additional contributions, if any, agreed to be made by each limited
partner and the times at which or events on the happening of which an
additional contribution is to be made,
(g) the
time, if agreed on, when the contribution of each limited partner is to be
returned,
(h) the
share of the profits or other compensation by way of income that each limited
partner is entitled to by reason of that partner’s contribution,
(i) the
right, if given, of a limited partner to substitute an assignee as contributor
in that partner’s place, and the terms and conditions of the substitution,
(j) the
right, if given, of the partners to admit additional limited partners,
(k) the
right, if given, of one or more of the limited partners to priority over other
limited partners, to a return of contributions or to compensation by way of
income, and the nature of the priority,
(l) the
right, if given, of the remaining general partner or partners to continue the
business on the death, retirement or mental incompetence of a general partner,
and
(m) the
right, if given, of a limited partner to demand and receive property other than
cash in return for that partner’s contribution.
(4) The
Registrar may register a partnership under subsection (2) if the Registrar has
received
(a) from
the jurisdiction in which it was formed a copy of its original certificate of
registration as a limited partnership, or the equivalent document, and of all
amendments to the certificate verified by the proper authority of that
jurisdiction,
(b) evidence
satisfactory to the Registrar that the partnership still exists as a limited
partnership in that jurisdiction, and
(c) a
copy of the partnership agreement and of all amendments to the agreement
verified by a notary public or the equivalent from that jurisdiction.
(5) A firm registered as a limited partnership
under subsection (2) has the same rights and is subject to the same duties,
restrictions and liabilities under this Act as a firm formed as a limited
partnership under subsection (1).
RSA 2000 cP‑3
s52;2006 c24 s3
General and limited
partners
53(1) A person may be a general partner and a limited
partner at the same time in the same limited partnership.
(2) A person who is at the same time a general
partner and a limited partner has the same rights and powers and is subject to
the same restrictions as a general partner except that in respect of the
person’s contribution as a limited partner the person has the rights against
the other partners that the person would have if the person were not also a
general partner.
RSA 1980 cP‑2 s52
Name of partnership
54(1) The surname of a limited partner shall not
appear in the firm name of the limited partnership unless it is also the
surname of one of the general partners.
(2) A limited partner whose surname appears in the
firm name contrary to subsection (1) is liable as a general partner to any
creditor of the limited partnership who has extended the credit without actual
knowledge that the limited partner is not a general partner.
RSA 1980 cP‑2 s53
Contribution of limited
partner
55(1) A limited partner may contribute cash and other
property to the limited partnership, but not services.
(2) A
limited partner’s interest in the limited partnership is personal property.
(3) Only the general partners shall be shown at the
land titles office or the Metis Settlements Land Registry as owners of any
interest of the limited partnership in real property.
RSA 1980 cP‑2
s54;1998 c22 s28
Rights of general
partners
56 A general partner in a limited partnership has
all the rights and powers and is subject to all the restrictions and
liabilities of a partner in a partnership without limited partners except that,
without the written consent to or ratification of the specific act by all the
limited partners, a general partner has no authority to
(a) do
any act in contravention of the certificate,
(b) do
any act that makes it impossible to carry on the ordinary business of the
limited partnership,
(c) consent
to a judgment against the limited partnership,
(d) possess
limited partnership property, or assign any rights in specific partnership
property, for other than a partnership purpose,
(e) admit
a person as a general partner,
(f) admit
a person as a limited partner, unless the right to do so is given in the
certificate, or
(g) continue the business of the limited
partnership on the death, retirement or mental incompetence of a general
partner, unless the right to do so is given in the certificate.
RSA 1980 cP‑2 s55
Liability of limited
partner
57 Subject to this Part, a limited partner is not
liable for the obligations of the limited partnership except in respect of the
amount of property the limited partner contributes or agrees to contribute to
the capital of the limited partnership.
RSA 1980 cP‑2 s56
Rights of limited
partner
58 A limited partner has the same right as has a
general partner
(a) to
inspect and make copies of or take extracts from the limited partnership books
at all times,
(b) to
be given, on demand, true and full information of all things affecting the
limited partnership, and to be given a formal account of partnership affairs whenever
circumstances render it just and reasonable, and
(c) to obtain dissolution and winding up of the
limited partnership by court order.
RSA 1980 cP‑2 s57
Share of profits
59(1) A limited partner has, subject to this Act, the
right
(a) to
a share of the profits or other compensation by way of income, and
(b) to
have the limited partner’s contribution to the limited partnership returned.
(2) A limited partner may receive from the limited
partnership the share of the profits or the compensation by way of income
stipulated for in the certificate if after payment of it is made, whether from
the property of the limited partnership or that of a general partner, the
limited partnership assets exceed all the limited partnership liabilities,
excepting liabilities to limited partners on account of their contributions and
to general partners.
RSA 1980 cP‑2 s58
Business dealings by
partner with partnership
60 A limited partner may loan money to and transact
other business with the limited partnership and, unless the limited partner is
also a general partner, may receive on account of resulting claims against the
limited partnership, with general creditors, a prorated share of the assets,
but no limited partner shall in respect of any such claim
(a) receive
or hold as collateral security any of the limited partnership property, or
(b) receive from a general partner or the
limited partnership any payment, conveyance or release from liability if at the
time the assets of the partnership are not sufficient to discharge partnership
liabilities to persons not claiming as general or limited partners.
RSA 1980 cP‑2 s59
Limited partners’ rights as between themselves
61(1) Subject to subsection (2), limited partners, in
relation to one another, share in the limited partnership assets in respect of
their claims
(a) for
capital, and
(b) for
profits or compensation by way of income on their contributions,
in proportion to the
respective amounts of their claims.
(2) When
there are several limited partners, the partners may agree that one or more of
the limited partners is to have a priority over other limited partners
(a) as
to the return of contributions,
(b) as
to compensation by way of income, or
(c) as
to any other matter,
but the existence of and nature of the agreement shall be
stated in the certificate, and in the absence of a statement all limited
partners, subject to subsection (1), stand on equal footing.
RSA 1980 cP‑2 s60
Return of limited
partner’s contribution
62(1) A limited partner is not entitled to receive
from a general partner or out of the limited partnership property any part of
the limited partner’s contribution until
(a) all
liabilities of the limited partnership, except liabilities to general partners
and to limited partners on account of their contributions, have been paid or
there remains sufficient limited partnership property to pay them,
(b) the
consent of all partners is obtained, unless the return of the contribution may
be rightfully demanded under subsection (2), and
(c) the
certificate is cancelled or so amended as to set out the withdrawal or
reduction.
(2) Subject
to subsection (1), a limited partner may rightfully demand the return of the
limited partner’s contribution
(a) on
the dissolution of the limited partnership,
(b) when
the time specified in the certificate for its return has arrived, or
(c) after
the limited partner has given 6 months’ notice in writing to all other
partners, if no time is specified in the certificate either for the return of
the contribution or for the dissolution of the limited partnership.
(3) A
limited partner has, irrespective of the nature of the limited partner’s
contribution, only the right to demand and receive cash in return for the
limited partner’s contribution, unless
(a) there
is a statement to the contrary in the certificate, or
(b) all
the partners consent to some other manner of returning the contribution.
(4) A
limited partner is entitled to have the limited partnership dissolved and its
affairs wound up when
(a) the
limited partner rightfully but unsuccessfully demands the return of the limited
partner’s contribution, or
(b) the other liabilities of the limited
partnership have not been paid, or the limited partnership property is
insufficient for their payment as required by subsection (1)(a) and the limited
partner seeking dissolution would otherwise be entitled to the return of the
limited partner’s contribution.
RSA 1980 cP‑2 s61
Limited partner’s liability to partnership
63(1) A limited partner is liable to the limited partnership
(a) for
the difference, if any, between the amount of the limited partner’s
contribution as actually made and the amount stated in the certificate as
having been made, and
(b) for
any unpaid contribution that the limited partner agreed in the certificate to
make in the future at the time and on the conditions, if any, stated in the
certificate.
(2) A
limited partner holds as trustee for the limited partnership
(a) specific
property stated in the certificate as contributed by the limited partner, but
that has not in fact been contributed or that has been wrongfully returned, and
(b) money
or other property wrongfully paid or conveyed to the limited partner on account
of the limited partner’s contribution.
(3) The
liabilities of a limited partner as set out in this section may, subject to
subsection (4), be waived or compromised, but only with the consent of all
partners.
(4) A
waiver or compromise agreed to pursuant to subsection (3) does not affect the
right of a creditor of the limited partnership to enforce a liability arising
from credit that was extended or a claim that otherwise arose
(a) subsequent
to the filing of the certificate whereby the limited partnership was formed,
but
(b) prior
to the cancellation or amendment of the certificate whereby the waiver or
compromise was effected.
(5) When a limited partner has rightfully received
the return, in whole or in part, of the capital of the limited partner’s
contribution, the limited partner is nevertheless liable to the limited
partnership for any sum, not in excess of that return with interest, necessary
to discharge its liabilities to all creditors who extended credit or whose
claims otherwise arose before the return.
RSA 1980 cP‑2 s62
Liability to creditors
64 A limited partner does not become liable as a
general partner unless, in addition to exercising the limited partner’s rights
and powers as a limited partner, the limited partner takes part in the control
of the business.
RSA 1980 cP‑2 s63
Admission of additional
limited partners
65 After the formation of a limited partnership,
additional limited partners may be admitted by amendment of the certificate in
accordance with this Part.
RSA 1980 cP‑2 s64
Assignments
66(1) A limited partner’s interest is assignable.
(2) A
substituted limited partner is a person admitted to all the rights of a limited
partner who has died or has assigned the limited partner’s interest in the
limited partnership.
(3) An
assignee who does not become a substituted limited partner has no right
(a) to
require any information or account of the partnership transactions, or
(b) to
inspect the partnership books,
but is entitled only
to receive the share of the profits or other compensation by way of income, or
the return of the assigned contribution, to which the assignee’s assignor would
otherwise be entitled.
(4) An
assignee may become a substituted limited partner
(a) if
all the members, except the assignor, consent, or
(b) if
the assignor, being so authorized by the terms in the certificate, gives the
assignee that right.
(5) An
assignee becomes a substituted limited partner when the certificate is
appropriately amended in accordance with this Part.
(6) A
substituted limited partner has all the rights and powers and is subject to all
the restrictions and liabilities of the substituted limited partner’s assignor,
except those liabilities of which the substituted limited partner was ignorant
at the time the substituted limited partner became a limited partner and that
could not be ascertained from the certificate.
(7) The substitution of an assignee as a limited
partner does not release the assignor from liability under sections 63 and 74.
RSA 1980 cP‑2 s65
Dissolution of limited
partnership
67 The retirement, death or mental incompetence of
a general partner dissolves a limited partnership unless the business is
continued by the remaining general partners
(a) pursuant
to a right to do so stated in the certificate, or
(b) with the consent of all the remaining
partners.
RSA 1980 cP‑2 s66
Death of limited partner
68(1) The executor or administrator of the estate of
a deceased limited partner has
(a) all
the rights and powers of a limited partner for the purpose of settling the
estate of the deceased limited partner, and
(b) whatever
power the deceased had to constitute the deceased’s assignee a substituted
limited partner.
(2) The estate of a deceased limited partner is
liable for all the deceased’s liabilities as a limited partner.
RSA 1980 cP‑2 s67
Cancellation of
certificate
69(1) A certificate shall be cancelled when
(a) the
limited partnership is dissolved, or
(b) all
limited partners cease to be limited partners.
(2) The notice to cancel a certificate shall be
signed by all the partners.
RSA 1980 cP‑2 s68
Amendment of certificate
70(1) A certificate shall be amended when
(a) there
is a change in the name of the limited partnership or in the amount or
character of the contribution of any limited partner not provided for in the
certificate,
(b) a
person is substituted as a limited partner,
(c) a
person is added as a limited partner,
(d) a
person is added as a general partner,
(e) a
general partner retires, dies or becomes mentally incompetent and the business
is continued pursuant to section 67,
(f) there
is a change in the character of the business of the limited partnership,
(g) a
false or erroneous statement is discovered in the certificate,
(h) there
is a change in the time as stated in the certificate for the dissolution of the
limited partnership or for the return of a contribution,
(i) a
time is fixed for the dissolution of the limited partnership or for the return
of a contribution, no time having been specified in the certificate, or
(j) the
partners desire to make a change in any other statement in the certificate in
order to make the certificate accurately represent the agreement between them.
(2) The
notice to amend a certificate shall
(a) set
out clearly the change in or addition to the certificate that is desired, and
(b) be
signed by all the partners.
(3) A notice to amend a certificate by substituting
a limited partner or adding a limited or general partner shall also be signed
by the person to be substituted or added and, when a limited partner is
substituted, the amendment shall also be signed by the assigning limited
partner.
RSA 1980 cP‑2 s69
Order directing
cancellation or amendment of certificate
71(1) If anyone designated under section 69 or 70 as
being a person who must sign a notice to cancel or amend a certificate refuses
to do so, a person desiring the cancellation or amendment may apply to the
Court for an order directing the cancellation or amendment.
(2) On hearing an application brought under
subsection (1), the Court, if it finds that the applicant is entitled to have
the notice in question signed, shall by order direct the Registrar to record
the cancellation or amendment of the certificate as set out in the order.
RSA 1980 cP‑2
s70;1983 cC‑7.1 s27;1987 c16 s2
Time cancellation or
amendment takes effect
72 A certificate is cancelled or amended, as the
case indicates, when there is filed with and recorded by the Registrar
(a) a
notice signed as required by this Part, or
(b) a certified copy of a Court order made under
section 71.
RSA 1980 cP‑2
s71;1987 c16 s2
Settling accounts on
dissolution
73 In settling accounts after the dissolution of a
limited partnership, the liabilities of the partnership to creditors, excepting
to limited partners on account of their contributions and to general partners,
shall be paid first and then, subject to any statement in the certificate or to
subsequent agreement, in the following order:
(a) to
limited partners in respect of their share of the profits and other
compensation by way of income on their contributions;
(b) to
limited partners in respect of the capital of their contributions;
(c) to
general partners other than for capital and profits;
(d) to
general partners in respect of profits;
(e) to general partners in respect of capital.
RSA 1980 cP‑2 s72
Effect of false
statement in certificate
74 When a certificate contains a false statement,
any person suffering loss as a result of relying on that statement may hold
liable as a general partner every party to the certificate who
(a) knew,
when the party signed the certificate, that the statement relied on was false,
or
(b) became aware, subsequent to the time when
the party signed the certificate, but within a sufficient time before the false
statement was relied on to enable the party to cancel or amend the certificate
or to commence proceedings in accordance with this Act for the cancellation or
amendment of the certificate, that the statement relied on was false.
RSA 1980 cP‑2 s73
Liability of person
mistakenly believing the person is a
limited partner
75 A person who contributes to the capital of a
business conducted by a person or partnership erroneously believing that the
person has become a limited partner in a limited partnership
(a) is
not, by reason only of the person exercising the rights of a limited partner, a
general partner with the person or in the partnership carrying on the business,
and
(b) is
not bound by the obligations of the person or partnership carrying on the
business,
if, on ascertaining the fact that the person is not a
limited partner, the person promptly renounces the person’s interest in the
profits or other compensation by way of income from the business.
RSA 1980 cP‑2 s74
Judgment against limited
partner
76(1) The Court may, on application by a judgment
creditor of a limited partner, charge the interest of the indebted limited
partner with payment of the unsatisfied amount of the judgment debt, and may
appoint a receiver and make all other orders, directions and inquiries that the
circumstances of the case require.
(2) A
charged interest referred to in subsection (1) may be redeemed with the
separate property of a general partner, but may not be redeemed with limited
partnership property.
(3) The remedies conferred by subsection (1) are
not exclusive of others that may exist.
RSA 1980 cP‑2 s75
Parties to proceedings
77 A limited partner, unless the limited partner is
also a general partner, is not a proper party to proceedings against a limited
partnership, except when the object of the proceedings is to enforce a limited
partner’s right against or liability to the limited partnership.
RSA 1980 cP‑2 s76
Authority to sign
78(1) An actual or proposed general or limited
partner may give special authority to any other person to execute on that
partner’s behalf any document under this Part.
(2) A special authority referred to in subsection
(1) shall be filed with the Registrar and recorded with the document or one of
the documents executed in the exercise of the special authority.
RSA 1980 cP‑2
s77;1987 c16 s2
Application to existing
partnerships
79(1) A limited partnership formed prior to June 1,
1968 may become a limited partnership under this Part by complying with section
52, if the certificate states
(a) the
amount of the original contribution of each limited partner and the time when
the contribution was made, and
(b) that
the property of the partnership exceeds the amount sufficient to discharge its
liabilities to persons not claiming as general or limited partners by an amount
greater than the sum of the contributions of the limited partners.
(2) A
limited partnership
(a) in
existence prior to June 1, 1968, and
(b) that
does not become a limited partnership under this Part,
continues to be governed by sections 48 to 66 of chapter
230 of the Revised Statutes of Alberta, 1955 as they read prior to June 1, 1968.
RSA 1980 cP‑2 s78
Exemption
80 Section 106 does not apply to limited
partnerships.
RSA 1980 cP‑2 s79
Part 3
Registration of Limited
Liability Partnerships
Registration of Alberta
LLPs
Definition
81 In this Part, “eligible
profession” means a profession or discipline that is regulated by an Act of
Alberta that specifically authorizes members of the profession or discipline to
carry on business through a corporation that has the words “Professional
Corporation” or the abbreviation “P.C.” as part of its name.
1999 c27 s8
Application for
registration as Alberta LLP
82(1) A partnership consisting of partners carrying
on practice in one or more eligible professions may apply to the Registrar to
be registered as an Alberta LLP.
(2) Subsection
(1) does not apply where the governing body of any of the eligible professions
in which the partners in the partnership carry on practice has passed a rule or
bylaw prohibiting persons who carry on practice in the eligible profession from
doing so in a limited liability partnership under this Act.
(3) A
limited partnership under Part 2 may not be registered as an Alberta LLP.
(4) An
application must be in a format acceptable to the Registrar and must
(a) set
out
(i) the name of the partnership,
(ii) the eligible profession or professions in which the partners
carry on practice,
(iii) the name and residential address of the partner who is designated
as the representative of the partnership in respect of matters relating to the
partnership,
(iv) the address of the registered office of the partnership,
(v) the separate post office box, if any, designated as the
partnership’s address for service by mail, and
(vi) any other information required by the regulations,
(b) be
accompanied with a statement from a person who is authorized by the governing
body of the applicable eligible profession to provide the statement, certifying
that
(i) the partners are covered by liability insurance or other
protection against professional liability within the meaning of section 12 in
the form and amount that is required for that purpose by regulation, rule or
bylaw under the Act that regulates the eligible profession, and
(ii) the partnership and the partners meet all other applicable
eligibility requirements for practice as an Alberta LLP that are imposed in or
under the Act that regulates the eligible profession,
and
(c) be accompanied with the prescribed fee.
1999 c27 s8
Registration
83(1) If the Registrar is satisfied that an applicant
for registration as an Alberta LLP meets the requirements of this Act, the
Registrar shall register the applicant and provide the applicant with a
certificate of registration.
(2) A
certificate of registration issued by the Registrar is conclusive evidence that
the Alberta LLP named in the certificate is registered under this Act.
(3) The
registration of an Alberta LLP is not adversely affected by errors in the
application, in the information referred to in section 82(4), or in any notice
amending the registration or by changes in the filed information that occur
after the date of registration.
(4) The registration of an Alberta LLP is not
adversely affected by a change in the partners in the partnership.
1999 c27 s8
Effect of registration
84 Subject to any agreement
between the partners, the registration of a partnership as an Alberta LLP does
not cause the dissolution of the partnership, and the Alberta LLP continues as
the same partnership that existed before the registration.
1999 c27 s8
Notice to clients
85 On being registered as an
Alberta LLP, a partnership shall forthwith send to all of its existing clients
a notice that advises of the registration and explains in general terms the
potential changes in liability of the partners that are a result of the
registration and the operation of this Act.
1999 c27 s8
Registered office,
address for service
86(1) An Alberta LLP shall at all times have a
registered office in Alberta.
(2) An
Alberta LLP may designate a separate post office box within Alberta as its
address for service by mail.
(3) An
Alberta LLP’s registered office must be business premises of the LLP or of a
person or firm that has agreed to act as the LLP’s registered office, and the
LLP shall ensure that its registered office is
(a) accessible
to the public during normal business hours, and
(b) readily identifiable from the information
provided in the registration documents or in any notice amending the
registration.
1999 c27 s8
Partnership list
87 An Alberta LLP shall keep at its
registered office a list of the partners in the LLP and shall forthwith provide
the following information to any person who requests it:
(a) a
list of the partners in the LLP;
(b) a list of the persons who were partners in
the LLP on a particular date that is after the date of registration and is
specified in the request.
1999 c27 s8
Notice of changes
88(1) The registration of an Alberta LLP may be
amended by filing with the Registrar a notice in a format acceptable to the
Registrar, accompanied with the prescribed fee.
(2) Within 30 days following any change in the
information referred to in section 82(4)(a), the Alberta LLP shall file with
the Registrar a notice in a format acceptable to the Registrar setting out the
changes and the effective date of them, and the notice must be accompanied with
the prescribed fee.
1999 c27 s8
Periodic reports
89 An Alberta LLP shall
(a) file
with the Registrar at the times prescribed in the regulations a report
containing the information required by the regulations, and
(b) pay to the Registrar any periodic fee
required by the regulations.
1999 c27 s8
Cancellation of
registration
90(1) The Registrar may cancel the registration of an
Alberta LLP
(a) if
the LLP is in default for a period of one year in complying with section 89,
(b) if
the LLP files with the Registrar a request in a format acceptable to the
Registrar that the registration be cancelled, or
(c) if
the Registrar receives a notice from a person who is authorized by the
governing body of the applicable eligible profession to provide the notice,
stating that the LLP or one or more of the partners no longer complies with
section 82(4)(b).
(2) Before
cancelling an Alberta LLP’s registration under subsection (1)(a), the Registrar
shall
(a) give
to the LLP 120 days’ notice of the intended cancellation, and
(b) publish
notice of the intended cancellation in the Registrar’s periodical under the Business Corporations Act or The Alberta
Gazette,
and the Registrar
shall not cancel the registration if the
LLP remedies the default before the expiration of the period referred to in the
notice.
(3) Cancellation of the registration of an Alberta
LLP only affects a partnership’s registration as an LLP and does not dissolve
the partnership.
1999 c27 s8
Name
91 The name of an Alberta LLP
must meet the requirements, if any, set out in the regulations.
1999 c27 s8
Service
92(1) A notice or document required or permitted to
be sent to or served on an Alberta LLP may be
(a) delivered
to its registered office, or
(b) sent
by registered mail to
(i) its registered office, or
(ii) the separate post office box designated as its address for
service by mail,
as shown in the
Registrar’s records.
(2) A notice or document sent by registered
mail to an Alberta LLP in accordance with subsection (1)(b) is deemed to be
received or served at the time it would be delivered in the ordinary course of
mail unless there are reasonable grounds for believing that the Alberta LLP did
not receive the notice or document at that time or at all.
1999 c27 s8
Registration of Extra‑provincial
LLPs
Non-registered status
93 A partnership that has the
status of a limited liability partnership under the laws of a jurisdiction
outside Alberta shall be treated as an ordinary partnership with respect to
rights and obligations that are acquired or incurred by the partnership under
Alberta law while the partnership is carrying on business in Alberta before
registration as an extra‑provincial LLP under section 95.
1999 c27 s8
Extra-provincial LLP
94(1) A partnership that
(a) has
the status of a limited liability partnership under the laws of a jurisdiction
outside Alberta, and
(b) consists
of partners that carry on practice, whether through a professional corporation
or not, in one or more professions or disciplines that are eligible professions
in Alberta,
may apply to the
Registrar to be registered as an extra‑provincial LLP.
(2) Subsection
(1) does not apply where the governing body of any of the eligible professions
in which the partners in the partnership carry on practice has passed a rule or
bylaw prohibiting persons who carry on practice in the eligible profession from
doing so in a limited liability partnership under this Act.
(3) An
application must be in a format acceptable to the Registrar and must
(a) set
out
(i) the name of the partnership,
(ii) the eligible profession or professions in which the partners
carry on practice,
(iii) the name and residential address in Alberta of the partner who is
designated as the representative of the partnership in matters relating to the
partnership,
(iv) the governing jurisdiction of the partnership,
(v) the address of the registered office of the partnership in
Alberta,
(vi) the separate post office box, if any, designated as the
partnership’s Alberta address for service, and
(vii) any other information required by the regulations,
and
(b) be
accompanied with
(i) evidence satisfactory to the Registrar of the partnership’s
status as a limited liability partnership under the laws of the governing
jurisdiction,
(ii) a statement in respect of each eligible profession in which the
Alberta partners carry on practice from a person who is authorized by the
governing body of the applicable eligible profession in Alberta to provide the
statement, certifying that
(A) the Alberta partners in the partnership are
covered by liability insurance or other protection against professional
liability within the meaning of section 12 in the form and amount that is
required for that purpose by regulation, rule or bylaw under the Act that
regulates the eligible profession, and
(B) the partnership and the Alberta partners
meet all other applicable eligibility requirements for practice as an extra‑provincial
LLP that are imposed in or under the Act that regulates the eligible
profession,
and
(iii) the prescribed fee.
1999 c27 s8
Registration
95(1) If the Registrar is satisfied that an applicant
for registration as an extra‑provincial LLP meets the requirements of
this Act, the Registrar shall register the applicant and provide the applicant
with a certificate of registration.
(2) A
certificate of registration issued by the Registrar is conclusive evidence that
the extra‑provincial LLP named in the certificate is registered under
this Act.
(3) The
registration of an extra‑provincial LLP is not adversely affected by
errors in the application, in the information referred to in section 94(3), or
in any notice amending the registration or by changes in the filed information
that occur after the date of registration.
(4) The registration of an extra‑provincial
LLP is not adversely affected by a change in the partners in the partnership.
1999 c27 s8
Notice to clients
96 On being registered as an
extra‑provincial LLP, a partnership shall send to all of the existing
clients of its Alberta practice a notice that advises of the registration and
explains in general terms the potential changes in liability of the Alberta
partners that are a result of the registration and the operation of this Act.
1999 c27 s8
Registered office,
address for service
97(1) An extra‑provincial LLP shall at all
times have a registered office in Alberta.
(2) An
extra‑provincial LLP may designate a separate post office box within
Alberta as its address for service by mail.
(3) An
extra‑provincial LLP’s registered office must be the business premises of
the LLP or of a person or firm that has agreed to act as the LLP’s registered
office, and the LLP shall ensure that the business premises are
(a) accessible
to the public during normal business hours, and
(b) readily identifiable from the information
provided in the registration documents or in any notice amending the
registration.
1999 c27 s8
Partnership list
98 An extra-provincial LLP shall keep at its
registered office a list of the Alberta partners in the LLP and shall forthwith
provide the following information to any person who requests it:
(a) a
list of the Alberta partners in the LLP;
(b) a list of the persons who were Alberta
partners in the LLP on a particular date that is after the date of registration
and is specified in the request.
1999 c27 s8
Name
99 The name of an extra‑provincial
LLP must contain the words and abbreviations required under the laws of its
governing jurisdiction.
1999 c27 s8
Service
100(1) A notice or document required or permitted to
be sent to or served on an extra‑provincial LLP may be
(a) delivered
to its registered office, or
(b) sent
by registered mail to
(i) its registered office, or
(ii) the separate post office box designated as its address for
service by mail,
as shown in the
Registrar’s records.
(2) A notice or document sent by registered
mail to an extra‑provincial LLP in accordance with subsection (1)(b) is
deemed to be received or served at the time it would be delivered in the
ordinary course of mail unless there are reasonable grounds for believing that
the extra‑provincial LLP did not receive the notice or document at that
time or at all.
1999 c27 s8
Notice of changes
101(1) The registration of an extra‑provincial
LLP may be amended by filing with the Registrar a notice in a format acceptable
to the Registrar, accompanied with the prescribed fee.
(2) Within 30 days following any change in the
information referred to in section 94(3)(a), the extra‑provincial LLP
shall file with the Registrar a notice in a format acceptable to the Registrar
setting out the changes and the effective date of them, and the notice must be
accompanied with the prescribed fee.
1999 c27 s8
Periodic reports
102 An extra‑provincial LLP shall
(a) file
with the Registrar at the times prescribed in the regulations a report
containing the information required by the regulations, and
(b) pay to the Registrar any periodic fee
required by the regulations.
1999 c27 s8
Cancellation of
registration
103(1) The Registrar may cancel the registration of an
extra‑provincial LLP
(a) if
the LLP is in default for a period of one year in complying with section 102,
(b) if
the LLP files with the Registrar a request in a format acceptable to the
Registrar that the registration be cancelled,
(c) if
the Registrar receives a notice from a person who is authorized by the
governing body of the applicable eligible profession in Alberta to provide the
notice, stating that the LLP or one or more of the partners no longer complies
with section 94(3)(b)(ii), or
(d) if
the Registrar receives a notice from the regulatory official or body in the
LLP’s governing jurisdiction stating that the LLP no longer has the status of a
limited liability partnership in that jurisdiction.
(2) Before
cancelling an extra‑provincial LLP’s registration under subsection
(1)(a), the Registrar shall
(a) give
to the LLP 120 days’ notice of the intended cancellation, and
(b) publish
notice of the intended cancellation in the Registrar’s periodical under the Business Corporations Act or The Alberta
Gazette,
and the Registrar shall not cancel the registration if the
LLP remedies the default before the expiration of the period referred to in the
notice.
1999 c27 s8
Law of governing
jurisdiction applies
104(1) The law of the governing jurisdiction of an extra‑provincial
LLP applies
(a) to
the organization and internal affairs of the LLP, and
(b) to
the liability of the partners of the LLP for debts, obligations and liabilities
of or chargeable to the partnership.
(2) Notwithstanding subsection (1), an Alberta
partner of an extra‑provincial LLP does not have any greater protection
against individual liability in respect of that partner’s practice in Alberta
than a partner in an Alberta LLP would have under this Part.
1999 c27 s8
Part 4
General
Rules of equity and
common law
105 The rules of equity and of common law applicable
to partnership continue in force except where they are inconsistent with the
express provisions of this Act.
RSA 1980 cP‑2 s80
Registration of
Partnerships
Filing of declarations
of partnerships
106 Persons associated in partnership for trading,
manufacturing, contracting or mining purposes in Alberta shall file with the
Registrar a declaration in writing, signed by the several members of the
partnership.
RSA 1980 cP‑2
s81;1987 c16 s2
Declaration when partner
absent
107(1) If any of the members of a partnership are
absent, at the time of the making of the declaration, from the place where the
partnership carries on or intends to carry on business, then the declaration
shall be signed by the members present in their own names and for their absent
co‑members under their special authority to that effect.
(2) The special authority shall be filed with the
Registrar and annexed to the declaration.
RSA 1980 cP‑2
s82;1987 c16 s2
Contents of declaration
108 The declaration shall
(a) contain
the names, occupations and residential addresses of each partner,
(b) contain
the firm name under which the partners carry on or intend to carry on business,
(c) state
the length of time the partnership has existed and is to exist, and
(d) declare that the persons named in the
declaration are the sole members of the partnership.
RSA 2000 cP‑3
s108;2006 c24 s3
Time for filing
declaration
109(1) The declaration shall be filed within 6 months
after the formation of the partnership.
(2) A
declaration submitted for filing more than 6 months after the formation of the
partnership shall not be refused for filing by reason only of the lapse of
time.
(3) A
similar declaration shall in like manner be filed when a change or alteration
takes place
(a) in
the membership of the partnership, or
(b) in
the firm name under which the members intend to carry on business,
and the declaration
shall state each of those changes and alterations that has taken place.
(4) Where the residential address of a member of
the firm changes, the member shall, within 15 days after the effective date of
the change, file a declaration with the Registrar setting out the new
residential address.
RSA 2000 cP‑3
s109;2006 c24 s3
Persons Using Trade Name,
Registration
Individual using trade
name
110(1) Each person who
(a) is
engaged in business for trading, manufacturing, contracting or mining purposes,
(b) is
not associated in partnership with any other person or persons, and
(c) uses
as the person’s business name
(i) some name or designation other than the person’s own, or
(ii) the person’s own name with the addition of “and company” or some
other word or phrase indicating a plurality of members in the firm,
shall sign and file
with the Registrar a declaration in writing of the fact.
(2) A
declaration under this section shall
(a) contain
the name, occupation and residential address of the declarant,
(b) contain
the business name under which the declarant carries on or intends to carry on
business,
(c) state
that no other person is associated with the declarant in partnership, and
(d) be
filed within 6 months after the time when the business name is first used.
(3) A
declaration submitted for filing more than 6 months after the time when the
business name is first used shall not be refused for filing by reason only of
the lapse of time.
(4) Where the residential address of a declarant changes, the
declarant shall, within 30 days after the effective date of the change, file a
declaration with the Registrar setting out the new residential address.
(5) Where
the residential address of a declarant changed before the coming into force of
subsection (4), the declarant shall, within 30 days of the coming into force of
this subsection, file a declaration with the Registrar setting out the new
residential address.
RSA 2000 cP‑3
s110;2006 c24 s3
Ceasing to use business
name
111 If a person who has filed a declaration under
section 110 ceases to carry on business under the business name referred to in
the declaration, the person may file with the Registrar a declaration stating
(a) the
date the declaration under section 110 was signed, and
(b) the date on which the person ceased to carry
on business under that business name.
1987 c16 s2
Penalty for late filing
112 Every member of a partnership and every other
person required to file a declaration under this Act who fails to comply with
the provisions of this Act respecting filing is guilty of an offence and liable
to a fine of not more than $500.
RSA 1980 cP‑2 s87
Stay of action
113 An action or other proceeding instituted in any
court in Alberta
(a) by
an unregistered partnership, or
(b) by
any other person who is required to register a declaration under this Act but
has failed to comply with the requirements respecting registration,
may be stayed on application of the defendant or party
opposite in interest until the partnership becomes registered or until the
declaration is filed, as the case may be.
RSA 1980 cP‑2 s88
Binding effect of
declaration
114 Allegations made in a declaration shall not be
controverted
(a) by
a person who has signed the declaration, or
(b) as against a person who is not a partner, by
a person who has not signed the declaration but who was a member of the
partnership at the time the declaration was made.
RSA 1980 cP‑2 s89
Liability of persons
signing declaration
115(1) Until a new declaration is made and filed by a
person, or by the person’s partners, or any of them, the person who signed a
declaration is deemed not to have ceased to be a partner.
(2) Nothing
in this Act exempts from liability a person who, being a partner, fails to
declare that fact, but that person may be sued jointly with the partners
mentioned in the declaration, or they may be sued alone, and if judgment is
recovered against them any other partner or partners may be sued jointly or
severally in an action on the original cause of action on which judgment was
rendered.
(3) Nothing in this Act affects the rights of
partners with regard to each other, except that no declaration shall be
controverted by a signatory to it.
RSA 1980 cP‑2 s90
Declaration of
Dissolution
Declaration of
dissolution
116 When a partnership is dissolved, any of the
persons who composed the partnership may sign and file with the Registrar a
declaration stating
(a) the
name of the partnership dissolved,
(b) its
address, and
(c) that
the partnership is dissolved and the date on which it was dissolved,
and signed in the presence of a witness.
RSA 1980 cP‑2
s91;1987 c16 s2
Regulations
Regulations
117 The Lieutenant Governor in Council may
make regulations
(a) respecting
applications for registration of limited liability partnerships under Part 3;
(b) respecting
the imposition of terms and conditions on the registration of a limited
liability partnership under Part 3 including, without limitation, regulations
authorizing the Registrar to impose terms and conditions;
(c) governing
name requirements for Alberta LLPs;
(d) establishing
or providing for the manner of establishing fees to be charged in respect of
anything done and any service or thing provided under this Act;
(e) governing reports for the purposes of
sections 89 and 102.
RSA 1980 cP‑2
s92;1999 c27 s10