Partnerships - Acts and Procedures

TABLE OF CONTENTS

1. Partnerships
1.1  Partnerships and Business Names Registration Act
1.2  Partnership Act
1.3  Registration Process
1.4  Obligations Following Registration

2. Additional Information

3. Protection of Personal Information: Your Responsibilities

4. Canada / New Brunswick Business Service Centre

1.  Partnerships

1.1  Partnerships and Business Names Registration Act
The partnership name is governed under the Partnerships and Business Names Registration Act. For a copy of this Act and its regulations, contact the Queen's Printer, P. O. Box 6000, Fredericton, N. B., E3B 5H1, call 506-453-2520 or visit the Web site of the Department of Justice and Consumer Affairs at: http://www.gnb.ca/acts/acts/p-05.htm.

1.2  Partnership Act
The partnership itself is governed under the Partnership Act . A copy of this Act and its regulations can be obtained from the Queen's Printer at the address listed above or visit the Web site of the Department of Justice and Consumer Affairs at the following address:http://www.gnb.ca/acts/acts/p-04.htm.

In a "Partnership", two or more people or corporations combine their talents and resources to conduct business. Responsibility for all aspects of the business is usually shared among the partners, regardless of the amount of capital contributed by each individual. Each partner is also responsible for debt incurred by the other partner(s) within the limits of the business. A special form of Partnership is a "Limited Partnership". Before considering this option, an accountant or lawyer should be consulted or both.

As well, as of January 1st, 2004, provisions permit the designation of a partnership as a limited liability partnership. This only applies to partnerships that practice an eligible profession, (i.e., profession that is regulated by an Act of the Legislature). A separate information kit is available on Limited Liability partnerships by contacting the Corporate Affairs Branch at 1-888-762-8600 or online at:  https://www.web11.snb.ca/snb7001/b/1000/css-fol-snb-45-0083B.pdf. 

Note:  As of April 1, 1994, Nova Scotia based partnerships are exempt from the registration requirement provided the partnership is registered under the Partnerships and Business Names Registration Act (Nova Scotia).

1.3  Registration Process
Step One
You must determine whether or not an obligation exists to register your partnership under the Partnerships and Business Names Registration Act. If you carry on business in New Brunswick as a partnership and are engaged in trading, mining or manufacturing activities, the partnership name must be registered with the Corporate Affairs Branch of Service New Brunswick.

This registration is required within 2 months of commencing business in New Brunswick. Carrying on business means the doing of any act for the promotion or execution of any purpose for which the partnership is formed. Notwithstanding that the time period has expired, the Registrar may permit the registration of the certificate.

Two information kits provide information on the registration process:

• Registration of a Partnership
  https://www.web11.snb.ca/snb7001/b/1000/CSS-FOL-SNB-45-0005B.pdf and
• Selecting a Proposed Name
  https://www.web11.snb.ca/snb7001/b/1000/CSS-FOL-SNB-45-0004B.pdf .

The later kit sets out the procedure for selecting a proposed name. It indicates a name search report must be obtained from a private sector name search firm. It is your choice as to which firm you deal with. Each firm will charge a fee for providing you a name search report. Fees vary, but are approximately $45.00 per name search. (Please note that the proposed name must be checked against a NUANS name search report (Atlantic based) and if available may be reserved for a period not exceeding 90 days. The NUANS name search report must be forwarded with the application documents.

These kits are also available in print format from Corporate Affairs and the Canada / New Brunswick Business Service Centre.

Note: If you are required to register, you should ensure that the proposed partnership name is acceptable for registration prior to ordering letterhead, signage, etc. for your business. This is explained in the above kits.

Step Two
Registration may be done by filing a Certificate of Partnership : https://www.web11.snb.ca/snb7001/e/1000/CSS-FOL-45-3498e.pdf. The filing fee for registration is $112 ($100 registration fee and $12 for publication in the Royal Gazette). The cheque should be made payable to Service New Brunswick.

Step Three
If the forwarded documentation, including the name, meets the requirements of the Act, the Corporate Affairs Branch will file the Certificate of Partnership and mail you a copy.

1.4  Obligations Following Registration
Notify Corporate Affairs by filing the appropriate forms if there is a change of partners or a potential change of name. Filing of a Certificate of Renewal every five (5) years. If partnership is dissolved, a Certificate of Dissolution must be filed:  https://www.web11.snb.ca/snb7001/b/1000/CSS-FOL-45-3501B.pdf .

ADDITIONAL REQUIREMENTS FOR NON-RESIDENT REGISTRANTS

Where none of the persons registering the Certificate of Partnership are residents of the Province, steps must be taken to appoint an agent resident in the Province who is authorized to accept service of process in all suits and proceedings in the Province. A Certificate of Appointment or Change of Agent for Service (Form 7) is required to be filed at the time of registration. There is no additional fee for filing this form.

Please also note that when a member of the partnership is a corporation incorporated outside of New Brunswick, it is also required to be registered as an extra-provincial corporation under the Business Corporations Act .

Primary Contact:
Corporate Affairs Branch
Service New Brunswick
432 Queen Street
P. O. Box 1998
Fredericton, New Brunswick  E3B 1B6
Telephone:  1-888-762-8600
Fax:  506-453-2613
E-mail:   SNBCorporateAffairs@snb.ca

2.  Additional Information

You can now have access to the Corporate Affairs Registry Online. The Registry maintains information on registrations at the Corporate Affairs Branch of Service New Brunswick.These registrations deal with profit and not-for-profit companies, partnerships and business names.

For more information, visit the Service New Brunswick Online - Corporate Affairs Registry Web site at the following address:  http://www.gnb.ca/snb/e/6000/6600e.htm.

3.  Protection of Personal Information: Your Responsibilities

The Guide to Canada's Personal Information Protection and Electronic Documents Act  (PIPEDA) helps businesses understand their obligations and comply to the Act. Since January 1, 2004, the PIPED Act covers the collection, use or disclosure of personal information in the course of all commercial activities in Canada, except in provinces which have enacted legislation that is deemed to be substantially similar to the federal law.

For more information, see the document Protection of Personal Information - Your Responsibilities, call toll-free 1-800-282-1376 or visit the Web site: www.privcom.gc.ca/information/guide_e.asp.

4.  Canada / New Brunswick Business Service Centre

The Canada / New Brunswick Business Service Centre is an innovative partnership of federal and provincial government departments. Both levels of government work with key private-sector organizations to create a seamless information network for entrepreneurs.

Our mission is to improve the start-up, survival and growth rates of small and medium sized enterprises by giving business people in every part of New Brunswick access to accurate, timely and relevant information and referrals.

What can we do for you? We can guide you in the right direction! We can give you the information you need! We are your best source of comprehensive business information!

The Canada / New Brunswick Business Service Centre is accessible province-wide and free of charge. You may reach us through our toll-free number or visit us with your questions. Our office is open from 8:30 a.m. to 5:00 p.m., Monday to Friday. We also provide a 24-hour business information service, seven days a week, through our Web site.

Here's how to reach us:

DISCLAIMER
Information contained in this document is of a general nature only and is not intended to constitute advice for any specific fact situation. Users concerned about the reliability of the information should consult directly with the source, or seek legal counsel.

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