Acts and Regulations

P-4 - Partnership Act

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Restrictions on distribution
51(1)A New Brunswick limited liability partnership shall not make a distribution of partnership property in connection with the winding up of its affairs unless all partnership obligations have been paid or satisfactory provision for their payment has been made.
51(2)In circumstances other than in connection with the winding up of its affairs, a New Brunswick limited liability partnership shall not make a distribution of partnership property if there are reasonable grounds to believe that after the distribution
(a) the partnership would be unable to pay its partnership obligations as they come due, or
(b) the value of the partnership property would be less than the partnership obligations.
51(3)Subsection (1) does not prohibit a payment on account of any partnership obligation where a partner in a New Brunswick limited liability partnership receives a prorated payment with all other creditors of the partnership of the same class.
51(4)Subsections (1) and (2) do not prohibit a payment made as reasonable compensation for current services provided by a partner to the New Brunswick limited liability partnership, to the extent that the payment would be reasonable if paid to an employee who was not a partner as compensation for similar services.
51(5)A New Brunswick limited liability partnership may base its determination of whether a distribution is prohibited by subsection (2):
(a) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances;
(b) on a fair valuation; or
(c) on another method that is reasonable in the circumstances.
2003, c.13, s.2