Acts and Regulations

P-5 - Partnerships and Business Names Registration Act

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Full text
Current to 1 January 2024
CHAPTER P-5
Partnerships and Business Names
Registration Act
1980, c.39, s.1; 1986, c.62, s.1
Definitions
1In this Act
“carry on business” and words of like import, in respect of a partnership, mean the doing of any act for the promotion or execution of any purpose for which the partnership is formed and, in respect of a person within the scope of section 9, mean the doing of any act for the promotion or execution of any purpose of his business;(faires des affaires)
“eligible profession” means a profession that is regulated by an Act of the Legislature; (profession admissible)
“extra-provincial limited liability partnership” means a partnership that is designated as an extra-provincial limited liability partnership under this Act;(société à responsabilité limitée extraprovinciale)
“firm” means the persons who have entered into partnership with one another;(firme)
“governing jurisdiction” , in relation to a partnership, means the jurisdiction whose law 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; (autorité législative compétente)
“liability insurance” means (assurance responsabilité)
(a) an insurance policy that meets the requirements determined by the governing body of the eligible profession for providing indemnity for professional liability claims, or
(b) any other method approved by the governing body of the eligible profession that ensures the availability of funds to pay professional liability claims;
“Minister” Repealed: 2002, c.29, s.12
“New Brunswick limited liability partnership” means a partnership that is designated as a New Brunswick limited liability partnership under this Act; (société à responsabilité limitée du Nouveau-Brunswick)
“partnership” means the relation that subsists between persons carrying on business in common with a view to profit;(société en nom collectif)
“professional liability claim” means a claim against a partner or an employee with respect to an act or omission committed by the partner or employee occurring in the ordinary course of practising an eligible profession in a New Brunswick limited liability partnership or an extra-provincial limited liability partnership; (demande d’indemnité pour faute professionnelle)
“proper office” Repealed: 1980, c.39, s.2
“registered” Repealed: 1980, c.39, s.2
“registrar” means the person appointed by the Lieutenant-Governor in Council under section 1.1 and includes a person appointed by Service New Brunswick under section 1.2.(registraire)
“registration district” Repealed: 1980, c.39, s.2
R.S., c.168, s.1; 1980, c.39, s.2; 1986, c.62, s.2; 1990, c.46, s.1; 2002, c.29, s.12; 2003, c.14, s.1; 2022, c.2, s.1
Administration
1.01Service New Brunswick is responsible for the administration of this Act.
2002, c.29, s.12
Appointment of registrar
1.1The Lieutenant-Governor in Council may appoint a person as registrar of partnerships and business names, and notice of the appointment shall be published in The Royal Gazette.
1980, c.39, s.3; 1986, c.62, s.3; 2002, c.29, s.12
Appointment of deputy registrar
1.2Service New Brunswick may appoint one or more persons as deputy registrars of partnerships and business names who shall have all the powers and who may perform all the duties of the registrar, and notice of such appointment shall be published in The Royal Gazette.
1990, c.46, s.2; 2002, c.29, s.12
Application of Act
2(1)Repealed: 2003, c.14, s.2
2(2)This Act does not apply to a limited partnership under the provisions of the Limited Partnership Act.
R.S., c.168, s.2; 1980, c.39, s.4; 1986, c.62, s.4; 2003, c.14, s.2
Certificate of partnership – business for trading, manufacturing or mining purposes
3(1)The members of every firm carrying on business for trading, manufacturing or mining purposes shall
(a) cause a certificate of partnership to be registered within two months after the time the firm commences to carry on business in the Province,
(b) cause a certificate of renewal to be registered every five years from the date the certificate of partnership was registered, and
(c) where a certificate of partnership was registered under this Act prior to the coming into force of this subsection, cause a certificate of renewal to be registered within five years after the coming into force of this subsection and thereafter every five years from the date the first certificate of renewal was registered.
3(2)A certificate referred to in subsection (1) shall be in the form prescribed by regulation and shall be signed personally by each member of the firm and shall set forth the full name, address and occupation of each partner, the firm name, the principal place of business of the firm in the Province, and the time during which the partnership has subsisted and shall state that the persons named therein are the only members of the firm.
R.S., c.168, s.3; 1980, c.39, s.5; 1986, c.62, s.5; 2003, c.14, s.3
Certificate of partnership – business only for the purpose of practising an eligible profession
3.1(1)The members of a firm carrying on business only for the purpose of practising an eligible profession, including carrying on activities incidental or directly related to the practice of the profession, shall cause a certificate of partnership to be registered.
3.1(2)Where the members of a firm cause a certificate of partnership to be registered under subsection (1), they shall cause a certificate of renewal to be registered every five years from the date the certificate of partnership was registered.
3.1(3)A certificate referred to in subsection (1) or (2) shall be in the form prescribed by regulation and shall be signed personally by each member of the firm and shall set forth the full name, address and occupation of each partner, the firm name, the principal place of business of the firm in New Brunswick, and the time during which the partnership has subsisted and shall state that the persons named in the certificate are the only members of the firm.
2003, c.14, s.4; 2022, c.2, s.1
Certificate of change of membership
2022, c.2, s.1
3.2(1)When a change takes place in the membership of a firm that is registered under this Act, a certificate of change of membership of partnership in the form prescribed by regulation shall be completed within two months of the date of the change and kept at the principal place of business of the firm in the Province until the partnership is dissolved.
3.2(2)A certificate of change of membership referred to in subsection (1) shall be signed by each continuing and incoming member of the firm personally and specify the following: 
(a) the full name, address and occupation of each retiring partner;
(b) the full name, address and occupation of each continuing partner and each incoming partner; and
(c) the date that each continuing partner and each incoming partner signs the certificate.
3.2(3)Despite subsection (2), a certificate of change of membership referred to in subsection (1) may be signed on behalf of a member of a firm who has given authority in this regard to the actual signer who is also a member of the firm.
3.2(4)A firm shall release the following information in relation to any certificate of change of membership referred to in subsection (1), without cost, to any person who makes a request: 
(a) the full name, address and occupation of all present members of the firm; and
(b) the full name, address and occupation of all persons who were members of the firm at a date set out in the request.
3.2(5)All certificates of change of membership of partnership kept at the principal place of business of the firm in the Province may be maintained in paper form or in photographic film form or entered or recorded by any system of mechanical or electronic data processing or by any other information storage system that is capable of reproducing any required information in an accurate and intelligible paper form within a reasonable time.
3.2(6)When certificates of change of membership referred to in subsection (5) are maintained otherwise than in paper form, the firm shall furnish the information requested under subsection (4) in an accurate and intelligible paper form.
3.2(7)A firm is not required, six years after the date of the most recent signature indicated on a certificate of change of membership of partnership, to produce the original certificate and may destroy any of those certificates, on or after that date, that are maintained in paper form if the certificate is also maintained in another form set out in subsection (5).
2022, c.2, s.1
Certificate of change in firm name or certificate of dissolution
2022, c.2, s.1
4(1)When any change takes place in the name of a firm registered under this Act, a certificate of change in firm name in the form prescribed by regulation shall be registered within two months of the change.
4(2)On the dissolution of a partnership registered under this Act, one or more of the persons who compose the firm shall sign and register a certificate of dissolution of partnership in the form prescribed by regulation certifying the dissolution of the partnership.
4(3)Repealed: 2022, c.2, s.1
R.S., c.168, s.4; 1979, c.53, s.1; 1980, c.39, s.6; 1986, c.62, s.6; 2022, c.2, s.1
Registration of certificate signed otherwise than in accordance with sections 3 and 3.1
2022, c.2, s.1
4.1Despite subsections 3(2) and 3.1(3), the registrar may permit the registration of a certificate that is signed otherwise than in accordance with the provisions of sections 3 and 3.1 when the certificate is signed on behalf of a member of a firm who has given authority in this regard to the actual signer who is also a member of the firm.
2003, c.14, s.5; 2022, c.2, s.1
Form of certificate
5(1)A certificate may be in one document, or it may consist of two or more counterparts, each of which may be signed by one or more of the members.
5(2)Repealed: 1983, c.62, s.1
R.S., c.168, s.5; 1983, c.62, s.1
Registration of certificate
6Registration of a certificate under section 3, 3.1 or 4 shall be effected by filing it, accompanied by the fee prescribed by regulation, with the registrar.
R.S., c.168, s.6; 1956, c.51, s.1; 1980, c.39, s.7; 2003, c.14, s.6
Statements made in certificate
7The statements made in any of the following certificates may not be controverted by a person who has signed the certificate: 
(a) a certificate of partnership registered under this Act; and
(b) a certificate of change of membership under subsection 3.2(1).
R.S., c.168, s.7; 2022, c.2, s.1
Certificate signed by member of firm
8A person who signs a certificate of partnership registered under this Act, or a certificate of change of membership of partnership kept at the principal place of business of the firm in the Province certifying that the person is a member of the firm, is deemed to continue to be a member of the firm until the earlier of 
(a) a certificate of change of membership under subsection 3.2(1) is completed and signed by all the members in accordance with section 3.2 certifying that the person has ceased to be a member of the firm,
(b) a certificate of dissolution of partnership under subsection 4(2) certifying that the partnership has been dissolved is registered under this Act, or
(c) a certificate signed by the person certifying that the person is not a member of the firm is given to the firm.
R.S., c.168, s.8; 1980, c.39, s.8; 2022, c.2, s.1
Designation of New Brunswick limited liability partnership
8.1(1)The designation of a partnership as a New Brunswick limited liability partnership shall be effected by the filing with the registrar of a certificate of designation, accompanied by the fee prescribed by regulation, by the members of a firm whose governing jurisdiction is New Brunswick and which carries on business only for the purpose of practising an eligible profession, including carrying on activities incidental or directly related to the practice of the profession.
8.1(2)A certificate of designation shall not be filed under subsection (1) in respect of a partnership unless
(a) a certificate of partnership or a certificate of renewal of partnership is registered under this Act in respect of the partnership,
(b) the governing Act of the eligible profession, a regulation made under that Act or the governing body of the eligible profession permits the profession to be practised in a limited liability partnership, and
(c) the governing Act of the eligible profession, a regulation made under that Act or the governing body of the eligible profession requires its members who practise the profession in New Brunswick as partners in or employees of a limited liability partnership to maintain a minimum amount of liability insurance.
8.1(3)A certificate referred to in subsection (1) shall be in the form prescribed by regulation and shall include the name of the eligible profession in which the partners practise and a statement from one of the partners certifying
(a) that the partnership and the partners meet all the applicable eligibility requirements for the practice of the eligible profession in a limited liability partnership that are imposed in or under the governing Act of the eligible profession, and
(b) that the partners in and employees of the partnership have the minimum amount of liability insurance that the governing Act of the eligible profession, a regulation made under that Act or the governing body requires, as provided for in paragraph (2)(c).
8.1(4)Where a certificate is filed under subsection (1), it shall, if required by the registrar, be accompanied by a statement from a person who is authorized by the governing body of the eligible profession to provide the statement, certifying
(a) that the partnership and the partners meet all the applicable eligibility requirements for the practice of the eligible profession in a limited liability partnership that are imposed in or under the governing Act of the eligible profession, or
(b) that the partners in and employees of the partnership have the minimum amount of liability insurance that the governing Act of the eligible profession, a regulation made under that Act or the governing body requires, as provided for in paragraph (2)(c).
2003, c.14, s.7
Effective date of status of New Brunswick limited liability partnership
8.2The status of a partnership as a New Brunswick limited liability partnership takes effect on the day on which the partnership is designated as a New Brunswick limited liability partnership under this Act and continues until the designation is cancelled by the registrar.
2003, c.14, s.7
Effect of designation of New Brunswick limited liability partnership
8.3Subject to any agreement between the partners, the designation of a partnership as a New Brunswick limited liability partnership does not cause the dissolution of the partnership, and the New Brunswick limited liability partnership continues as the same partnership that existed before the designation.
2003, c.14, s.7
Notice to clients of New Brunswick limited liability partnerships
8.4Where a partnership is designated as a New Brunswick limited liability partnership, the partnership shall forthwith
(a) send to all of its existing clients within New Brunswick or elsewhere a notice advising of the designation and explaining in general terms the potential changes in liability of the partners that result from the designation and the operation of Part III of the Partnership Act, or
(b) cause a notice to be published in at least one newspaper having general circulation in the area in which the principal place of business of the partnership is located advising of the designation and explaining in general terms the potential changes in liability of the partners that result from the designation and the operation of Part III of the Partnership Act.
2003, c.14, s.7
Names of New Brunswick limited liability partnerships
8.5(1)The firm name of a New Brunswick limited liability partnership shall contain the phrase “Limited Liability Partnership” or its abbreviation “LLP”, or the phrase “société à responsabilité limitée” or its abbreviation “s.r.l.”.
8.5(2)A New Brunswick limited liability partnership shall not carry on business under a name other than the firm name registered in respect of the partnership under this Act.
8.5(3)Where a change takes place in the firm name of a partnership that is registered under this Act, subsection (2) does not apply until the earlier of
(a) two months after the change takes place, and
(b) the date a certificate of the change is registered in accordance with subsection 4(1).
8.5(4)No partnership shall use the phrase “Limited Liability Partnership” or its abbreviation “LLP” or the phrase “société à responsabilité limitée” or its abbreviation “s.r.l.” in its firm name unless it is a partnership designated as a New Brunswick limited liability partnership or as an extra-provincial limited liability partnership under this Act or unless the laws of the governing jurisdiction of the partnership require or permit that the firm name contain the phrase or abbreviation.
2003, c.14, s.7
Designation of extra-provincial limited liability partnership
8.6(1)The designation of a partnership as an extra-provincial limited liability partnership shall be effected by the filing with the registrar of a certificate of designation, accompanied by the fee prescribed by regulation, by the members of a firm with a governing jurisdiction other than New Brunswick and which carries on business in New Brunswick only for the purpose of practising an eligible profession, including carrying on activities incidental or directly related to the practice of the profession.
8.6(2)A certificate of designation shall not be filed under subsection (1) in respect of a partnership unless
(a) a certificate of partnership or a certificate of renewal of partnership is registered under this Act in respect of the partnership,
(b) the governing Act of the eligible profession, a regulation made under that Act or the governing body of the eligible profession in New Brunswick permits the profession to be practised in a limited liability partnership,
(c) the governing Act of the eligible profession, a regulation made under that Act or the governing body of the eligible profession in New Brunswick requires its members who practise the profession in New Brunswick as partners in or employees of a limited liability partnership to maintain a minimum amount of liability insurance, and
(d) the partnership has the status of a limited liability partnership under the laws of the governing jurisdiction.
8.6(3)A certificate referred to in subsection (1) shall be in the form prescribed by regulation and shall include
(a) the name of the eligible profession in which the partners practise,
(b) the name of the governing jurisdiction of the partnership,
(c) a statement from one of the partners certifying that the partnership has the status of a limited liability partnership under the laws of the governing jurisdiction, and
(d) a statement from one of the partners certifying
(i) that the partnership and the partners meet all the applicable eligibility requirements for the practice of the eligible profession in a limited liability partnership that are imposed in or under the governing Act of the eligible profession, and
(ii) that the partners in and employees of the partnership have the minimum amount of liability insurance that the governing Act of the eligible profession, a regulation made under that Act or the governing body requires, as provided for in paragraph (2)(c).
8.6(4)Where a certificate is filed under subsection (1), it shall, if required by the registrar, be accompanied by a statement from a person who is authorized by the governing body of the eligible profession in New Brunswick to provide the statement, certifying
(a) that the partnership and the partners meet all the applicable eligibility requirements for the practice of the eligible profession in a limited liability partnership that are imposed in or under the governing Act of the eligible profession, or
(b) that the partners in and employees of the partnership have the minimum amount of liability insurance that the governing Act of the eligible profession, a regulation made under that Act or the governing body requires, as provided for in paragraph (2)(c).
2003, c.14, s.7
Effective date of status of extra-provincial limited liability partnership
8.7The status of a partnership as an extra-provincial limited liability partnership takes effect on the day on which the partnership is designated as an extra-provincial limited liability partnership under this Act and continues until the designation is cancelled by the registrar.
2003, c.14, s.7
Notice to clients of extra-provincial limited liability partnerships
8.8Where a partnership is designated as an extra-provincial limited liability partnership, the partnership shall forthwith
(a) send to all of its existing clients in New Brunswick a notice advising of the designation and explaining in general terms the potential changes in liability of the partners that result from the designation and the operation of Part III of the Partnership Act, or
(b) cause a notice to be published in at least one newspaper having general circulation in the area in which the principal place of business of the partnership in New Brunswick is located advising of the designation and explaining in general terms the potential changes in liability of the partners that result from the designation and the operation of Part III of the Partnership Act.
2003, c.14, s.7
Names of extra-provincial limited liability partnerships
8.81(1)The firm name of an extra-provincial limited liability partnership shall contain the words and abbreviations required pursuant to the laws of the governing jurisdiction.
8.81(2)An extra-provincial limited liability partnership shall not carry on business under a name other than the firm name registered in respect of the partnership under this Act.
8.81(3)Where a change takes place in the firm name of a partnership that is registered under this Act, subsection (2) does not apply until the earlier of
(a) two months after the change takes place, and
(b) the date a certificate of the change is registered in accordance with subsection 4(1).
2003, c.14, s.7
Holding out without designation
8.82No person shall hold himself, herself or itself out as carrying on business as a New Brunswick limited liability partnership or as an extra-provincial limited liability partnership, or as a partner in such a partnership, unless the partnership is designated as such under this Act.
2003, c.14, s.7
Cancellation of designation
8.83(1)Where a partnership files with the registrar a certificate of cancellation of designation in the form prescribed by regulation, accompanied by the fee prescribed by regulation, the registrar shall cancel the designation of the partnership as a New Brunswick limited liability partnership or as an extra-provincial limited liability partnership.
8.83(2)The registrar may upon reasonable notice cancel the designation of a partnership as a New Brunswick limited liability partnership or as an extra-provincial limited partnership if the registrar receives a notice
(a) from a person who is authorized by the governing body of the applicable eligible profession in New Brunswick to provide the notice, stating that
(i) the partnership or one or more of the partners no longer meet all the applicable eligibility requirements for the practice of the eligible profession in a limited liability partnership that are imposed in or under the governing Act of the eligible profession, or
(ii) one or more of the partners or employees no longer have the minimum amount of liability insurance that the governing Act of the eligible profession, a regulation made under that Act or the governing body requires, as provided for in paragraph 8.1(2)(c) or 8.6(2)(c), as the case may be, or
(b) from the regulatory official or body in the governing jurisdiction of the extra-provincial limited liability partnership, stating that the partnership no longer has the status of a limited liability partnership in that jurisdiction.
8.83(3)Reasonable notice of the registrar’s intention to cancel a designation under subsection (2) shall be deemed to be given for the purposes of that subsection if the registrar publishes a notice of intention in The Royal Gazette at least thirty days before cancellation of the designation.
8.83(4)Where the registrar cancels a designation under subsection (2), the registrar shall forthwith give notice of the cancellation in The Royal Gazette, and may, in the case of a New Brunswick limited liability partnership, revoke the registered name of the firm and assign a new name which does not use the phrase “Limited Liability Partnership” or its abbreviation “LLP” or the phrase “société à responsabilité limitée” or its abbreviation “s.r.l.”.
8.83(5)Where the registrar assigns a new name to a firm under subsection (4), the registrar shall issue and file a certificate of amendment showing the new name, and shall give notice of the change forthwith in The Royal Gazette.
8.83(6)No partner or partnership shall continue to hold the partnership out as being a New Brunswick limited liability partnership or an extra-provincial limited liability partnership after the cancellation of the designation of the partnership as such.
8.83(7)The cancellation of the designation of a New Brunswick limited liability partnership affects only the designation of the partnership as a New Brunswick limited liability partnership and does not dissolve the partnership.
2003, c.14, s.7
Non-designated status
8.84A partnership that has the status of a limited liability partnership under the laws of a jurisdiction other than New Brunswick shall be treated as an ordinary partnership with respect to the rights and obligations that are acquired or incurred by the partnership under New Brunswick laws during a period in which the partnership is carrying on business in New Brunswick without being designated as an extra-provincial limited liability partnership under this Act.
2003, c.14, s.7
Authority to permit practice of eligible profession in limited liability partnerships
8.85Notwithstanding anything to the contrary or any lack of authority in the eligible profession’s governing Act, the governing body of an eligible profession is authorized to permit the eligible profession to be practised in limited liability partnerships.
2003, c.14, s.7
Authority to require liability insurance
8.86(1)Where an eligible profession is permitted by its governing Act, by a regulation made under that Act or by the governing body of the eligible profession to be practised in limited liability partnerships, the governing body is authorized to require its members who practise the profession in New Brunswick as partners in such partnerships or as employees of such partnerships to maintain a minimum amount of liability insurance.
8.86(2)Subsection (1) applies notwithstanding anything to the contrary or any lack of authority in the eligible profession’s governing Act.
2003, c.14, s.7
Lack of mandatory insurance
8.87A New Brunswick limited liability partnership or an extra-provincial limited liability partnership shall be treated as an ordinary partnership with respect to the rights and obligations that are acquired or incurred by the partnership under New Brunswick laws during a period in which
(a) the partnership is carrying on business in New Brunswick, and
(b) one or more partners in or employees of the partnership no longer have the minimum amount of liability insurance that the governing Act of the eligible profession, a regulation made under that Act or the governing body requires, as provided for in paragraph 8.1(2)(c) or 8.6(2)(c), as the case may be.
2003, c.14, s.7
Certificate respecting business or trade name
9(1)Every person who carries on business for trading, manufacturing or mining purposes otherwise than as a member of a firm and who in that business uses as his business name some designation other than his own name, or uses as his business name his own name with the addition of the words “and company” or any word or abbreviation indicating a plurality of persons, shall sign and register a certificate of his business name in the form prescribed by regulation within two months after the time when he commences so to carry on business.
9(2)Notwithstanding subsection (1), where any person or persons make use in business carried on for trading, manufacturing or mining purposes of the name of another person without the addition of any other word, he or they shall
(a) sign and register a certificate of his or their business name in the prescribed form within the time mentioned in subsection (1), and
(b) commencing immediately after registration of a certificate under paragraph (a), add after such name in the course of business the word “Registered” or the abbreviation “Reg’d.”
9(3)Repealed: 1980, c.39, s.9
9(4)Registration of a certificate under this section shall be effected by filing it, accompanied by the fee prescribed by regulation, with the registrar.
9(5)Repealed: 1976, c.44, s.1
9(6)Where a person ceases to carry on business under a name for which a certificate of business name has been registered under this section, that person shall register in the form prescribed by regulation a certificate setting forth that he has ceased carrying on business or has ceased carrying on business under that name.
9(7)Every person required to register a certificate under subsection (1) or (2) shall
(a) cause a certificate of renewal in the form prescribed by regulation to be registered every five years from the date the certificate of business name was registered, and
(b) where a certificate of business name was registered under this Act prior to the coming into force of this subsection, cause a certificate of renewal in the form prescribed by regulation to be registered within five years after the coming into force of this subsection and thereafter every five years from the date the first certificate of renewal was registered.
S.R., c.168, s.9; 1956, c.51, s.3; 1976, c.44, s.1; 1980, c.39, s.9; 1986, c.62, s.7; 2003, c.14, s.8
Certificate respecting business name outside province
9.1(1)Any person who carries on business for trading, manufacturing or mining purposes outside the Province otherwise than as a member of a firm and who in that business uses as his business name some designation other than his own name may sign and register a certificate of business name in the form prescribed by regulation.
9.1(2)Registration of a certificate under this section shall be effected by filing it, accompanied by the fee prescribed by regulation, with the registrar.
9.1(3)A person who registers a certificate of business name under subsection (1) shall be deemed to be a person required to register a certificate under subsection 9(1), and this Act shall apply as if that person were a person carrying on business in New Brunswick.
1980, c.39, s.10; 1986, c.62, s.8; 2003, c.14, s.9
Certificate deemed registered under Act
9.2Every certificate registered under this Act prior to the coming into force of this section, except a certificate cancelled prior to the coming into force of this section, shall be deemed to have been registered in accordance with this Act.
1980, c.39, s.10
Certificate respecting charitable activities
9.3(1)A person who carries on charitable, philanthropic, temperance, religious, social, political, literary, educational, athletic or other like activities and who in carrying out those activities in the Province uses as his name a description other than his own name may sign and register a certificate of this name in the form prescribed by regulation.
9.3(2)Registration of a certificate under this section shall be effected by filing it, accompanied by the fee prescribed by regulation, with the registrar.
9.3(3)Where a person ceases to carry on activities under a name for which a certificate has been registered under this section, that person shall register in the form prescribed by regulation a certificate setting forth that he has ceased carrying on those activities or has ceased carrying out those activities under that name.
9.3(4)Every person who registers a certificate under subsection (1) shall
(a) cause a certificate of renewal in the form prescribed by regulation to be registered every five years from the date the certificate was first registered, and
(b) where a certificate of renewal was registered prior to the coming into force of this subsection, cause a certificate of renewal in the form prescribed by regulation to be registered within five years from the date the last renewal was registered and every five years thereafter.
1983, c.62, s.2; 1986, c.62, s.9; 2007, c.13, s.1
Establishment and maintenance of register
10The registrar shall cause to be established and maintained a register, in the form and manner and including such information as he considers necessary, of every certificate registered or filed or deemed to have been registered under this Act.
R.S., c.168, s.10; 1980, c.39, s.11; 2003, c.14, s.10
Publication in Royal Gazette
11A notice of the registration or filing of each certificate registered or filed under this Act shall be given forthwith by the registrar in The Royal Gazette, but the cost of publication of such notice shall be paid by the person registering or filing the certificate at the time of registration or filing.
R.S., c.168, s.11; 1979, c.53, s.1.1; 1980, c.39, s.12; 2003, c.14, s.11
Inspection and copies of register
12(1)Any person may during normal business hours inspect the register prepared pursuant to section 10 and, upon payment of the fee prescribed by regulation, may make copies thereof.
12(2)Subject to section 12.02, the registrar shall, upon payment of the fee prescribed by regulation, furnish any person with a certified copy of a document filed under this Act.
12(3)Notwithstanding the Evidence Act, a certified copy referred to in subsection (2) signed or purporting to be signed by the registrar is admissible in evidence, without proof of the appointment, signature or authority of the registrar, to the same extent as the original document would have been.
R.S., c.168, s.12; 1980, c.39, s.13; 1986, c.62, s.10
Storage and recording of documents
12.01(1)All documents filed under this Act may be kept in bound or loose-leaf form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.
12.01(2)When documents filed under this Act are maintained other than in written form the registrar shall furnish any copy required to be furnished under subsection 12(2) in intelligible written form.
12.01(3)The registrar is not required to produce any document where a copy of that document is furnished in intelligible written form in accordance with subsection (2).
12.01(4)Where documents filed under this Act or records maintained by the registrar are maintained other than in written form, a report reproduced from such documents or records, if it is certified as correct by the registrar, is, without proof of the office or signature of the registrar, admissible in evidence to the same extent as the original written documents or records would have been.
1986, c.62, s.11; 1990, c.46, s.3
Signature of the registrar
12.011Where the signature of the registrar is required or authorized for any purpose under this Act, the signature may be printed, stamped or otherwise mechanically reproduced.
2004, c.6, s.3
Production of original documents within six years
12.02The registrar is not required to produce any original document after six years after the date the document was filed.
1986, c.62, s.11
Destruction of original documents
12.03Notwithstanding the Archives Act, when documents filed under this Act are maintained other than in written form, the registrar may, after six years after the date the documents were filed, authorize the destruction of the original documents.
1986, c.62, s.11
Requirement for agent to accept service and notice
12.1(1)The members of every firm required to register a certificate under section 3 or who register a certificate under section 3.1, if none is resident in the Province, and every person required to register a certificate under section 9, if not resident in the Province, shall have an agent resident in the Province who is authorized to accept service of process in all suits and proceedings in the Province by or against the firm or person and to receive all notices.
12.1(2)A certificate, in the form prescribed by regulation, setting forth the name and address of an agent referred to in subsection (1) and declaring that service of process on or receipt of notice by such agent is legal and binding on the firm or person, as the case may be, shall be registered by filing the certificate, accompanied by the fee prescribed by regulation, with the registrar.
12.1(3)Where there is any change with respect to an agent referred to in subsection (1), a certificate of change in the form prescribed by regulation shall be registered in the same manner as a certificate is registered under subsection (2).
12.1(4)Where a certificate has been filed under subsection (2), a second or subsequent certificate is not required to be filed under that subsection by reason only that a certificate of renewal has been or must be registered under section 3, 3.1 or 9.
1980, c.39, s.14; 1986, c.62, s.12; 1989, c.29, s.1; 2003, c.14, s.12
Cancellation of registration or designation
12.2Where a certificate is registered under subsection 4(2), 9(6) or 9.3(3), the registrar shall cancel
(a) the registration of any other certificate registered under section 3, 3.1, 4, 9 or 9.3 with respect to the same firm or name, and
(b) any designation of New Brunswick limited liability partnership or extra-provincial limited liability partnership with respect to the same firm.
1980, c.39, s.14; 1983, c.62, s.3; 1986, c.62, s.13; 2003, c.14, s.13; 2022, c.2, s.1
Idem
12.3Where a certificate is not registered in accordance with paragraph 3(1)(b) or (c) or subsection 3.1(2), 9(7) or 9.3(4), or where the registrar has reasonable grounds to believe that a partnership registered under this Act has been dissolved or that a person has ceased to carry on business in the name registered under this Act, the registrar may upon reasonable notice cancel the registration of any certificate with respect to that firm or business name, and shall give notice of such cancellation forthwith in The Royal Gazette.
1980, c.39, s.14; 1986, c.62, s.14; 2003, c.14, s.14; 2007, c.13, s.2
Reasonable notice deemed to be given
12.31Reasonable notice of the registrar’s intention to cancel the registration of a certificate under section 12.3 shall be deemed to be given for the purposes of that section if the registrar publishes a notice of intention in The Royal Gazette at least thirty days before cancellation of the registration of the certificate.
1989, c.29, s.2
Cancellation of registration or designation
12.32Where the registrar cancels the registration of a certificate of partnership or of a certificate of renewal of partnership under section 12.3 with respect to a firm, the registrar shall at the same time cancel any designation of New Brunswick limited liability partnership or extra-provincial limited liability partnership with respect to the same firm.
2003, c.14, s.15
Reservation of name
12.4The registrar may, upon request, reserve for ninety days
(a) a name for an intended firm or a firm about to change its name, or
(b) a name to be used as a business name.
1983, c.62, s.4; 1986, c.62, s.15
Restrictions as to name
13(1)Subject to subsection (2), no firm or person shall register a certificate under this Act stating as its name, a name that is
(a) identical with that registered and in use by another firm or person, with the name of a limited partnership formed or continued under the Limited Partnership Act or of an extra-provincial limited partnership that has filed a declaration under the Limited Partnership Act, with the name of a company under the Companies Act or of a corporation or body corporate under any other general or special Act, or that so nearly resembles such a name that it is likely to deceive, unless the existing firm, person, partnership, company, corporation or body corporate signifies in writing his or its consent to the use of the name in whole or in part,
(b) deceptively misdescriptive,
(c) prohibited by regulation, or
(d) reserved for a corporation, body corporate, firm or business or an intended corporation, body corporate, firm or business.
13(2)Subsection (1) does not apply to the name of a firm that carries on business in the name or names of one or more of the partners.
R.S., c.168, s.13; 1979, c.53, s.2; 1980, c.39, s.15; 1983, c.62, s.5; 1984, c.L-9.1, s.50; 1986, c.62, s.16
Change of registered name by registrar
14(1)If, through inadvertence or otherwise, a certificate is registered in contravention of section 13, the registrar may, after giving the firm or person an opportunity to be heard, direct in writing the firm or person to change the registered name.
14(2)Where a person directed under subsection (1) to change its registered name has not within sixty days after service of that directive registered a name that does not contravene section 13, the registrar may revoke the registered name and assign a new name.
14(3)Where the registrar assigns a name to a firm or person under subsection (2), he shall issue and file a certificate of amendment showing the new name, and shall give notice of the change of name forthwith in The Royal Gazette.
R.S., c.168, s.14; 1967, c.38, s.2; 1979, c.41, s.93; 1980, c.39, s.16; 1983, c.62, s.6; 1986, c.62, s.17
Offences and penalties
15(1)Every person who
(a) fails to register any certificate in the manner and within the time prescribed by this Act,
(b) fails to comply with paragraph 9(2)(b), or
(c) knowingly makes a false statement in a certificate signed, registered or filed by the person under this Act,
commits an offence.
15(1.1)Repealed: 2008, c.11, s.23
15(2)A firm or person who is directed by the registrar under section 14 to change its registered name fails to comply with a directive of the registrar and continues to use that name that contravenes section 13, notwithstanding that the registrar has revoked that name, commits an offence.
15(3)Where an offence under subsection (2) continues for more than one day,
(a) the minimum fine that may be imposed is the minimum fine set by the Provincial Offences Procedure Act multiplied by the number of days during which the offence continues, and
(b) the maximum fine that may be imposed is the maximum fine set by the Provincial Offences Procedure Act multiplied by the number of days during which the offence continues.
R.S., c.168, s.15; 1973, c.74, s.62; 1976, c.44, s.2; 1983, c.62, s.7; 1986, c.62, s.18; 2003, c.14, s.16; 2008, c.11, s.23
Idem
15.01(1)A person who violates or fails to comply with a provision of this Act that is listed in Column I of Schedule A commits an offence.
15.01(2)For the purposes of Part II of the Provincial Offences Procedure Act, each offence listed in Column I of Schedule A is punishable as an offence of the category listed beside it in Column II of Schedule A.
2008, c.11, s.23
Cancellation on conviction
15.1Where a person is convicted of an offence under this Act, the registrar may, in addition to any other penalty imposed under this Act, cancel
(a) the registration of any certificate to which the offence relates, or
(b) any designation of New Brunswick limited liability partnership or extra-provincial limited liability partnership to which the offence relates.
1980, c.39, s.17; 2002, c.29, s.12; 2003, c.14, s.17; 2008, c.11, s.23
Stay of proceedings respecting default in registration
16(1)Subject to the provisions of sections 17, 17.1 and 18, while any firm or person is in default in registering any certificate required to be registered by this Act, the rights of the defaulter under or arising out of any contract in relation to the business in respect of which the certificate was required to be registered are not enforceable by action or other legal proceedings either in the firm or business name or otherwise.
16(2)Subsection (1) does not apply to a trustee in bankruptcy, a bailiff or officer of the court.
R.S., c.168, s.16; 1986, c.62, s.19; 2003, c.14, s.18; 2005, c.13, s.8
Powers of registrar
17(1)Upon application in writing and payment of the fee, if any, prescribed by regulation, the registrar may, upon such terms and conditions as he or she directs, and whether or not the time limited for compliance with the provisions of this Act has expired, by order
(a) Repealed: 2003, c.14, s.19
(b) permit one or more counterparts of a certificate to be registered or filed without the other or others,
(c) provide for the correcting of any omission or mis-statement in a registered certificate or declaration or a certificate filed under this Act that arises from accident, inadvertence or other sufficient cause,
(d) permit the registration of a certificate signed otherwise than in accordance with the provisions of sections 3 and 3.1, when signed on behalf of a principal who has given special written authority in this regard to the actual signer, or when a party who should have signed personally has died without signing, and,
(e) permit the registration of a certificate referred to in subsection 3(1) or 3.1(1) or (2) which does not set forth the full name, address and occupation of each partner or does not state that the persons named in the certificate are the only members of the firm.
(f) Repealed: 2022, c.2, s.1
17(2)An order made under subsection (1) or a certified copy thereof shall be annexed to the document to which the order relates and appropriate entries with respect thereto shall be made in the register.
R.S., c.168, s.17; 1979, c.41, s.93; 1980, c.39, s.18; 2003, c.14, s.19; 2022, c.2, s.1
Registration of certificate after expiration of time for registration
17.1Where a certificate is required to be registered under this Act, the registrar may permit the registration of the certificate notwithstanding that the time for registering the certificate has expired.
2003, c.14, s.20
Relief of disabilities by judge
18A judge of The Court of King’s Bench of New Brunswick may by order grant relief against any of the disabilities mentioned in section 16, but before granting such relief the judge may direct such service or such publication of notice of the application as he may see fit; and no relief shall be given in respect of any contract if any party to the contract proves to the satisfaction of the judge that, if this Act had been complied with, he would not have entered into the contract.
R.S., c.168, s.18; 1979, c.41, s.93; 2023, c.17, s.186
Service of notice or document
18.1A notice or document required by this Act to be given or served on any firm or person may be sent by registered mail to one of the following addresses and, when sent, shall be 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 firm or person did not receive the notice or document at that time or at all: 
(a) the address of the firm or person as shown on a certificate registered under this Act; and
(b) in the case of a change in membership of a firm after the registration of a certificate of partnership or a certificate of renewal of partnership, the address of the person as shown in the most recent certificate of change of membership of partnership kept at the principal place of business of the firm in the Province.
1980, c.39, s.19; 1986, c.62, s.20; 2022, c.2, s.1
Repealed
19Repealed: 1980, c.39, s.20
R.S., c.168, s.19; 1980, c.39, s.20
Regulations
20The Lieutenant-Governor in Council may make regulations
(a) prescribing fees payable under this Act, which may vary in amount under any criteria the Lieutenant-Governor in Council may prescribe,
(a.1) exempting, from this Act or such provisions of this Act as may be specified in the regulations, in relation to a firm name or business name under which a firm or person carries on business and on such terms and conditions as may be specified in the regulations, the firms or persons meeting such requirements as may be specified in the regulations,
(b) prescribing forms for the purposes of this Act,
(c) prohibiting or regulating the use of certain names by firms or persons, and
(d) generally for the better administration of this Act.
R.S., c.168, s.20; 1973, c.74, s.62; 1980, c.39, s.21; 1986, c.62, s.21; 1993, c.54, s.1
SCHEDULE A
Column I
Column II
Section
Category of Offence
8.5(4)..............
C
8.82..............
C
8.83(6)..............
C
15(1)(a)..............
E
15(1)(b)..............
C
15(1)(c)..............
F
15(2)..............
E
2008, c.11, s.23
N.B. This Act is consolidated to June 16, 2023.