Registration of an extra-provincial limited partnership under the Limited Partnership Act (New Brunswick) (the "Act")

No extra-provincial limited partnership shall carry on business in New Brunswick unless it has filed a declaration under the Act.

Note:  As of April 1, 1994, Nova Scotia extra-provincial limited partnerships are exempt from the filing requirements under the Act.

An extra-provincial limited partnership shall file a Declaration of Extra-Provincial Limited Partnership (Form 4) and Power of Attorney (Form 5).

The fee required is $212 ($200 for filing and $12 for publication in the Royal Gazette).  The cheque should be made payable to Service New Brunswick.

An extra-provincial limited partnership is defined to be a limited partnership organized under the laws of a jurisdiction other than New Brunswick.

The requirement to file is triggered when the limited partnership starts to carry on business in New Brunswick.  An extra- provincial limited partnership carries on business in New Brunswick if:

a)     its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in New Brunswick is given for the extra-provincial limited partnership;

b)     it has a resident agent or representative or a warehouse, office or place of business in New Brunswick;

c)      it solicits business in New Brunswick;

d)     it is the owner of any estate or interest in land in New Brunswick;

e)     it is licensed or registered or required to be licensed or registered under any Act of the Province of New Brunswick entitling it to do business;

f)        it is the holder of a certificate of registration under the Motor Vehicle Act;

g)     it is the holder of a licence issued under the Motor Carrier Act;

h)     it trades in any security where such trade would be in the course of a primary distribution to the public of the security; or

i)        it otherwise carries on business in New Brunswick.

Subsection 29(3) under the Limited Partnership Act states:

29(3)  When an extra-provincial limited partnership has its firm name or any name under which it carries on business listed in a telephone directory for any part of New Brunswick, that corporation shall be deemed, in the absence of evidence to the contrary, to be carrying on business in New Brunswick.

Before filing, the name of the extra-provincial limited partnership must be checked against a NUANS name search (Atlantic based) and if available may be reserved for a period not exceeding 90 days.  The name search must be done through a private sector name search firm.  The NUANS name search report must be forwarded with the application documents.

A list of private sector name search firms is available from Corporate Affairs.