Acts and Regulations

L-9.1 - Limited Partnership Act

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Current to 1 January 2024
CHAPTER L-9.1
Limited Partnership Act
Assented to June 29, 1984
Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:
Definitions
1In this Act
“business” includes every trade, occupation and profession;(activité commerciale)
“deputy registrar” means a deputy registrar under the Partnerships and Business Names Registration Act;(registraire adjoint)
“extra-provincial limited partnership” means a limited partnership organized under the laws of a jurisdiction other than New Brunswick;(société en commandite extraprovinciale)
“person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his capacity as trustee, executor, administrator or other legal representative;(personne)
“registrar” means the registrar under the Partnerships and Business Names Registration Act and includes a deputy registrar.(registraire)
1986, c.62, s.23; 1990, c.47, s.1
Administration
1.1Service New Brunswick is responsible for the administration of this Act.
2002, c.29, s.8
Formation and composition of limited partnership
2(1)A limited partnership may, subject to this Act, be formed to carry on any business that a partnership without limited partners may carry on.
2(2)A limited partnership shall consist of one or more persons who are general partners and one or more persons who are limited partners.
Declaration of limited partnership
3(1)A limited partnership is formed when a declaration is filed, accompanied by the fee prescribed by regulation, with the registrar in accordance with this Act.
3(2)A declaration shall be in the form prescribed by regulation, shall be signed by all the general partners and shall state
(a) the firm name under which the limited partnership is to be conducted;
(b) the general nature of the business;
(c) the names of the general partners and, for each general partner,
(i) the surname of the partner,
(ii) the first or other given name by which the partner is commonly known,
(iii) the first letters of the other given names, if any, of the partner, and
(iv) the residence address or address for service of the partner, including the street name and number, if any;
(d) the principal place of business in New Brunswick of the limited partnership and the address, giving street name and number, if any, where the principal place of business is located;
(e) such other information as is required by the regulations.
3(3)Every declaration filed under subsection (1) and every declaration filed by an extra-provincial limited partnership under section 29 expires five years after its date of filing unless the declaration is cancelled by filing a declaration of dissolution or the declaration is replaced by filing a new declaration before the expiry date.
3(4)A limited partnership is not dissolved if a declaration expires, but an additional fee in an amount prescribed by regulation is payable for the subsequent filing of a new declaration.
Effect of filing declaration
4When a declaration is filed under this Act, a certificate is not required to be registered under the Partnerships and Business Names Registration Act.
1986, c.62, s.23
General and limited partners
5(1)A person may be a general partner and a limited partner at the same time in the same limited partnership.
5(2)A person who is at the same time a general partner and a limited partner in the same limited partnership has the rights and powers and is subject to the restrictions and liabilities of a general partner except that in respect of his contribution as a limited partner he has the same rights against the other partners as a limited partner.
Restrictions on name of partnership
6(1)The surname or a distinctive part of the corporate name of a limited partner shall not appear in the firm name of the limited partnership unless it is also the surname or a distinctive part of the corporate name of one of the general partners.
6(2)When the surname or a distinctive part of the corporate name of a limited partner appears in the firm name contrary to subsection (1), the limited partner is liable as a general partner to any creditor of the limited partnership who has extended credit without actual knowledge that the limited partner is not a general partner.
6(3)Notwithstanding any other Act, the word “Limited” may be used in the firm name of a limited partnership but only in the expression “Limited Partnership”.
Prohibited names
7(1)Subject to subsection (2), no declaration shall be filed under section 3 or 29 stating as the firm name of a limited partnership a name that is
(a) identical with a firm name filed under this Act and in use by any other limited partnership, with the name of a corporation incorporated, continued or registered under the Business Corporations Act or of a company or body corporate under any other general or special Act, or with a partnership or business name registered under the Partnerships and Business Names Registration Act, or that so nearly resembles such a name that it is likely to deceive, unless the existing partnership, body corporate or person signifies in writing its or his consent to the use of the name in whole or in part and undertakes to change its or his name within six months of giving consent;
(b) prohibited or restricted by regulation or is deceptively misdescriptive; or
(c) reserved under any Act of the Legislature for a corporation, body corporate, firm or business or for an intended corporation, body corporate, firm or business.
7(2)Subsection (1) does not apply to the firm name of a limited partnership that carries on business in the name or names of one or more of the partners.
1986, c.62, s.23; 2023, c.2, s.187
Direction to change firm name
8If, through inadvertence or otherwise, a declaration is filed contrary to section 7, the registrar may, after giving the general partners of the limited partnership an opportunity to be heard, direct the general partners in writing to change the firm name.
Registrar may revoke and assign new name
9When the general partners of a limited partnership formed or continued under this Act are directed under section 8 to change the firm name and do not within sixty days after service of that directive file a new declaration in accordance with section 3 that does not violate this Act, the registrar may revoke the firm name and assign a new name.
Declaration of amendment where change of name
10When the registrar assigns a firm name to a limited partnership under section 9, he shall issue and file a declaration of amendment showing the new name, and shall give notice of the change of firm name forthwith in The Royal Gazette.
Contribution and interest of limited partner
11(1)A limited partner may contribute money and other property to the limited partnership, but not services.
11(2)A limited partner’s interest in the limited partnership is personal property.
Rights and powers of general partner
12A 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 partnership agreement,
(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, or
(g) continue the business of the limited partnership on the death, retirement or mental incompetence of a general partner or dissolution of a corporate general partner,
unless the right to do so is given in the partnership agreement.
Limited liability of limited partner
13Subject to this Act, a limited partner is not liable for the obligations of the limited partnership except in respect of the value of money and other property he contributes or agrees to contribute to the limited partnership, as stated in the list referred to in paragraph 35(1)(c).
Rights of limited partner
14A limited partner has the same right as 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 concerning all matters affecting the limited partnership, and to be given a complete and formal account of the partnership affairs; and
(c) to obtain dissolution of the limited partnership by court order.
Share of profits and return of contribution
15(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 his contribution to the limited partnership returned.
15(2)No payment of a share of the profits or other compensation by way of income shall be made to a limited partner from the assets of the limited partnership or of a general partner if the payment would reduce the assets of the limited partnership to an amount insufficient to discharge the liabilities of the limited partnership to persons who are not general or limited partners.
Powers of limited partner
16(1)A limited partner may loan money to and transact other business with the limited partnership and, unless he 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 who are not general or limited partners.
16(2)A limited partner may
(a) examine into the state and progress of the limited partnership business and advise as to its management,
(b) act as a contractor for or an agent or employee of the limited partnership or of a general partner, or
(c) act as a surety for the limited partnership.
Limited partner in control of business
17(1)A limited partner is not liable as a general partner unless, in addition to exercising his rights and powers as a limited partner, he takes part in the control of the business.
17(2)For the purposes of subsection (1), a limited partner shall not be presumed to be taking part in the control of the business by reason only that the limited partner exercises rights and powers in addition to the rights and powers conferred upon the limited partner by this Act.
Limited partners’ share in the partnership assets
18(1)Subject to subsection (2), limited partners, in relation to one another, share in the limited partnership assets
(a) for the return of contributions, and
(b) for profits or other compensation by way of income on account of their contributions,
in proportion to the respective amounts of money and other property actually contributed by the limited partners to the limited partnership.
18(2)When there are several limited partners, the partners may agree that one or more of the limited partners is to have priority over other limited partners
(a) as to the return of contributions,
(b) as to profits or other compensation by way of income, or
(c) as to any other matter,
but the terms of this agreement shall be set out in the partnership agreement.
18(3)When the partnership agreement does not contain an agreement referred to in subsection (2), the shares of the limited partners in the partnership assets shall be determined in accordance with subsection (1).
Rights of limited partner to demand and receive return of contribution
19(1)A limited partner has the right to demand and receive the return of his contribution
(a) upon the dissolution of the limited partnership;
(b) when the time specified in the partnership agreement for the return of the contribution occurs;
(c) after he has given six months notice in writing to all other partners, if no time is specified in the partnership agreement for the return of the contribution or for the dissolution of the limited partnership; or
(d) when all the partners consent to the return of the contribution.
19(2)Notwithstanding subsection (1), a limited partner is not entitled to receive any part of his contribution out of the limited partnership assets or from a general partner 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 remain sufficient limited partnership assets to pay them; and
(b) the partnership agreement is terminated or so amended, if necessary, to set forth the withdrawal or reduction of the contribution.
19(3)A limited partner has, irrespective of the nature of his contribution, only the right to demand and receive money in return therefor, unless
(a) the partnership agreement provides otherwise, or
(b) all the partners consent to some other manner of returning the contribution.
19(4)A limited partner is entitled to have the limited partnership dissolved and its affairs wound up when
(a) the limited partner is entitled to the return of his contribution but, upon demand, the contribution is not returned to him; or
(b) the other liabilities of the limited partnership have not been paid or the limited partnership assets are insufficient for their payment as required by paragraph (2)(a) and the limited partner seeking dissolution would otherwise be entitled to the return of his contribution.
Limited partner’s liability to partnership
20(1)A limited partner is liable to the limited partnership for the difference, if any, between the value of money or other property actually contributed by him to the limited partnership and the value of money or other property stated in the list referred to in paragraph 35(1)(c) as being contributed or to be contributed by him to the limited partnership.
20(2)A limited partner holds as trustee for the limited partnership
(a) specific property stated in the partnership agreement as contributed by him, but which has not in fact been contributed or which has been returned contrary to this Act; and
(b) money or other property paid or conveyed to him on account of his contribution contrary to this Act.
20(3)When a limited partner has received the return of all or part of his contribution, he is nevertheless liable to the limited partnership or, if the limited partnership is dissolved, to its creditors for any amount, not in excess of the amount returned with interest, necessary to discharge the liabilities of the limited partnership to all creditors who extended credit or whose claims otherwise arose before the return of the contribution.
Admission of additional limited partners
21After the formation of the limited partnership, additional limited partners may be admitted by amendment of the list referred to in paragraph 35(1)(c).
Assignment of interest of limited partner
22(1)A limited partner’s interest is assignable.
22(2)A substituted limited partner is a person admitted to all the rights and powers of a limited partner who has died or who has assigned his interest in the limited partnership.
22(3)An assignee who is not a substituted limited partner has no right
(a) to inspect the limited partnership books, or
(b) to be given any information about matters affecting the limited partnership or to be given an account of the partnership affairs,
but is entitled only to receive the share of the profits or other compensation by way of income or the return of the contribution to which the assignor would otherwise be entitled.
22(4)An assignee may become a substituted limited partner,
(a) if all the partners, except the assignor, consent in writing thereto; or
(b) if the assignor, being so authorized by the partnership agreement, constitutes the assignee as a substituted limited partner.
22(5)An assignee, who is otherwise entitled to become a substituted limited partner, becomes a substituted limited partner when the list referred to in paragraph 35(1)(c) is amended to include in relation to him the information required by that paragraph.
22(6)A substituted limited partner has all the rights and powers and is subject to all the restrictions and liabilities of his assignor, except any liability of which he did not have notice at the time he became a limited partner and which could not be ascertained from the partnership agreement or the declaration.
22(7)The substitution of an assignee as a limited partner does not release the assignor from liability under section 20 or 32.
Declaration of change
23(1)If the firm name of a limited partnership is to be changed, a new declaration shall be filed with the registrar in accordance with section 3.
23(2)A declaration of change, accompanied by the fee prescribed by regulation, shall be filed with the registrar for every change in information required by subsection 3(2) to be stated in a declaration, other than a change in the firm name of the limited partnership.
23(3)A declaration of change shall be in the form prescribed by regulation and shall be signed by at least one of the general partners.
23(4)For the purposes of this Act, a change referred to in subsection (2) does not take effect until a declaration of change is filed with the registrar.
23(5)A declaration of change expires upon the expiry, replacement or cancellation of the declaration amended by the declaration of change.
Capacity to maintain civil action
24(1)No limited partnership in respect of which a new declaration or a declaration of change has not been filed as required by section 23 and no member thereof is capable of maintaining any action or other proceeding in any court in New Brunswick in respect of any contract or tort made or arising in connection with the business carried on by the limited partnership.
24(2)When a new declaration or a declaration of change is filed after an action or proceeding is commenced by the limited partnership or member thereof, the action or proceeding may be continued as if the declaration had been filed in accordance with this Act prior to the institution of the action or proceeding.
Dissolution of limited partnership
25The retirement, death or mental incompetence of a general partner or dissolution of a corporate general partner dissolves a limited partnership unless the business is continued by the remaining general partners,
(a) pursuant to a right to do so contained in the partnership agreement, and
(b) with the consent of all the remaining partners.
Estate of limited partner
26(1)The executor or administrator of the estate of a limited partner has
(a) all the rights and powers of a limited partner for the purpose of settling the estate of the limited partner, and
(b) whatever power the limited partner had under the partnership agreement to constitute his assignee a substituted limited partner.
26(2)The estate of a limited partner is liable for all the liabilities of the limited partner as a limited partner.
Declaration of dissolution
27(1)A declaration of dissolution shall be filed with the registrar when
(a) the limited partnership is dissolved, or
(b) all of the limited partners cease to be limited partners.
27(2)The declaration of dissolution shall be signed by at least one of the general partners.
27(3)When the declaration of dissolution is filed, the declaration filed under section 3 is cancelled.
Settling accounts after dissolution
28In settling accounts after the dissolution of a limited partnership, the liabilities of the limited partnership to creditors, except to limited partners on account of their contributions and to general partners, shall be paid first, and then, unless the partnership agreement or a subsequent agreement provides otherwise, shall be paid in the following order:
(a) to limited partners in respect of their share of the profits and other compensation by way of income on account of their contributions;
(b) to limited partners in respect 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.
Extra-provincial limited partnership
29(1)No extra-provincial limited partnership shall carry on business in New Brunswick unless it has filed, accompanied by the fee prescribed by regulation, with the registrar a declaration in the form prescribed by regulation that sets forth the information required by subsection 3(2) and states the jurisdiction in which the extra-provincial limited partnership is organized.
29(1.1)An extra-provincial limited partnership that violates or fails to comply with subsection (1) commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category E offence.
29(2)For the purposes of this section, 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 Legislature 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.
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 limited partnership shall be deemed, in the absence of evidence to the contrary, to be carrying on business in New Brunswick.
29(4)The declaration filed under subsection (1) shall be signed by all the general partners.
29(5)A declaration filed under subsection (1) shall be accompanied by a power of attorney in the form prescribed by regulation appointing a person resident in New Brunswick or a corporation having its registered office in New Brunswick to be the attorney and representative in New Brunswick of the extra-provincial limited partnership.
29(6)When there is a change in the firm name of an extra-provincial limited partnership, the partnership shall file a new declaration and power of attorney with the registrar under this section.
29(7)When there is a change in the name or address of the attorney and representative in New Brunswick of an extra-provincial limited partnership, the partnership shall file a new power of attorney under this section.
29(8)An extra-provincial limited partnership shall file a declaration of change with the registrar for any change in the information contained in the declaration filed under subsection (1), other than a change in the name of the partnership, and the declaration shall be signed in accordance with section 23.
29(9)An extra-provincial limited partnership may cancel the declaration and the power of attorney by filing with the registrar a declaration of withdrawal in the form prescribed by regulation signed by at least one of the general partners.
1994, c.86, s.24; 2008, c.11, s.17
Limited partner of extra-provincial limited partnership and applicable laws
30(1)A limited partner of an extra-provincial limited partnership is not liable in New Brunswick as a general partner of the extra-provincial limited partnership by reason only that it carries on business in New Brunswick without filing the declaration and power of attorney required by this Act.
30(2)The laws of the jurisdiction under which an extra-provincial limited partnership is organized govern its organization and internal affairs and the limited liability of its limited partners.
Capacity of extra-provincial limited partnership to maintain civil action
31(1)No extra-provincial limited partnership in respect of which a declaration or power of attorney has not been filed as required by this Act and no member thereof is capable of maintaining any action or other proceeding in any court in New Brunswick in respect of any contract or tort made or arising in connection with the business carried on by the extra-provincial limited partnership.
31(2)When a declaration and power of attorney are filed in accordance with this Act, an action or proceeding referred to in subsection (1) may be continued as if the declaration and power of attorney had been filed in accordance with this Act prior to the institution of the action or proceeding.
Effect of false or misleading statement in declaration
32When a declaration filed under this Act contains a false or misleading statement, any person suffering loss as a result of relying upon the statement may hold liable
(a) every partner who knew when he signed the declaration that the statement was false or misleading;
(b) every general partner who became aware after he signed the declaration that the statement was false or misleading and failed within a reasonable time to file a declaration of change; and
(c) every limited partner who became aware after he signed the declaration that the statement was false or misleading and failed within a reasonable time to take steps to cause a declaration of change to be filed.
Liability where erroneous assumption of limited partnership
33A person who contributes to the capital of a business carried on by a person or partnership erroneously believing that he has become a limited partner in a limited partnership
(a) is not, by reason only of his 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, upon ascertaining the fact that he is not a limited partner, he promptly
(c) renounces his interest in the profits or other compensation by way of income from the business, or
(d) takes steps to cause his name to be added to the list referred to in paragraph 35(1)(c).
Authority to sign on behalf of partner
34(1)A general or limited partner may give written authority to any other person to sign on his behalf any document referred to in this Act.
34(2)A person who signs a document to be filed with the registrar under an authority referred to in subsection (1) shall indicate in the document that he signs on behalf of a general or limited partner.
Maintenance and inspection of documents
35(1)Every limited partnership shall keep at its principal place of business in New Brunswick,
(a) a copy of the partnership agreement;
(b) a copy of the declaration and a copy of each declaration of change amending the declaration;
(c) a list of all the limited partners including for each limited partner
(i) the surname of the limited partner,
(ii) the first or other given name by which the limited partner is commonly known,
(iii) the first letters of the other given names, if any, of the limited partner,
(iv) the residence address or address for service of the limited partner, including the street name and number, if any, and
(v) the value of money and other property contributed or to be contributed by the limited partner;
(d) a copy of any order made under section 36;
(e) a copy of any written authority given under subsection 34(1); and
(f) in the case of an extra-provincial limited partnership, a copy of the power of attorney filed with the registrar.
35(2)When an extra-provincial limited partnership does not have a principal place of business in New Brunswick, the documents referred to in subsection (1) shall be kept by the attorney and representative in New Brunswick of the extra-provincial limited partnership at the address stated in the power of attorney filed under subsection 29(4).
35(3)Any partner may inspect any of the documents referred to in subsection (1) during the normal business hours of the limited partnership or the limited partnership’s attorney and representative.
35(4)The registrar or any person who has a business relationship with the limited partnership may inspect any of the documents referred to in paragraphs (1)(b), (c), (d), (e) and (f) during the normal business hours of the limited partnership or the limited partnership’s attorney and representative.
35(5)The registrar may, during an inspection under subsection (4), make copies of the documents being inspected and may make those copies available for public inspection.
Application for order for compliance where inspection refused
36(1)When a person who is required by this Act to sign or permit inspection of a document refuses to do so, a person who is aggrieved by the refusal may apply to a judge of The Court of King’s Bench of New Brunswick for an order directing the person to comply with the provisions of this Act and upon such application, the judge may make such order or any other order that he considers appropriate in the circumstances.
36(2)An application may be made under subsection (1) notwithstanding the imposition of a penalty in respect of the refusal and in addition to any other rights the applicant may have at law.
2023, c.17, s.140
General partner can bind property of limited partnership
37(1)When limited partnership property located in New Brunswick or any interest therein is acquired or held in the name of the general partner or partners, any conveyance, charge or other disposition of that property or any interest therein by the general partner or partners is binding on the limited partnership and conveys, charges or disposes of the interest of all partners in that property according to the tenor thereof.
37(2)Subsection (1) applies to limited partnerships formed or continued under this Act and to extra-provincial limited partnerships that have filed a declaration under section 29.
False or misleading statement
38(1)A person who makes a statement in any document, material, evidence or information submitted or required by or for the purposes of this Act that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact, the omission of which makes the statement false or misleading, commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category F offence.
38(2)No person commits an offence referred to in subsection (1) if he did not know that the statement was false or misleading and in the exercise of reasonable diligence could not have known that the statement was false or misleading.
38(3)When a corporation commits an offence under subsection (1), every officer, director, employee or agent of such corporation and, when the corporation is an extra-provincial corporation, every person acting as its attorney or representative in New Brunswick who directed, authorized, assented to, acquiesced in or participated in the commission of such offence is a party to and commits the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.
2008, c.11, s.17
Inspection and copies of documents filed under this Act
39(1)Any person may during normal business hours inspect declarations and powers of attorney filed under this Act and, upon payment of the fee prescribed by regulation, may make copies thereof.
39(2)Subject to section 42, 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, and a certified copy 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.
Signature of registrar
39.1Where 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.2
Publication of notice of filing
40A notice of the filing of each declaration and power of attorney under this Act shall be given forthwith by the registrar in The Royal Gazette, but the cost of publishing such notice shall be paid by the person filing the declaration or power of attorney at the time of filing.
Form of maintenance of documents
41(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.
41(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 39(2) in intelligible written form.
41(3)The registrar is not required to produce any document where a copy of that document is furnished in compliance with subsection (2).
41(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.
1990, c.47, s.2
Limitation period for production of documents
42The registrar is not required to produce any document or copy thereof after six years after the date the document was filed.
Order for rectification of documents by Registrar
43(1)The registrar may, upon application and payment of the prescribed fee, upon such terms and conditions as he directs, and whether or not the time limited for compliance with the provisions of this Act has expired, by order provide for the correcting of any omission or mis-statement in a filed declaration or power of attorney that arises from accident, inadvertence or other sufficient cause.
43(2)An order made under subsection (1) or a certified copy thereof shall be annexed to the document to which the order relates.
Service of notice or document
44A notice or document required by this Act to be given to or served upon any limited partnership may be sent by registered mail to the address of the principal place of business in New Brunswick of the limited partnership, as contained in the latest declaration filed by that limited partnership, and, if so sent, shall be deemed to have been 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 limited partnership did not receive the notice or document at that time or at all.
Regulations
45The Lieutenant-Governor in Council may make regulations
(a) prescribing fees for the purposes of this Act and exempting persons or classes of persons from paying such fees;
(a.1) exempting, from this Act or such provisions of this Act as may be specified in the regulations and on such terms and conditions as may be specified in the regulations, the extra-provincial limited partnerships organized under the laws of such jurisdictions as may be specified in the regulations;
(b) respecting additional information to be included in a declaration filed under this Act;
(c) prohibiting or regulating the use of certain names by limited partnerships; and
(d) prescribing forms and providing for their use.
1993, c.53, s.1
Application of Partnership Act
46The Partnership Act applies to limited partnerships only in so far as the provisions of that Act are not inconsistent with or repugnant to the provisions of this Act.
Continuance of existing limited partnerships
47(1)Notwithstanding section 51, a limited partnership formed in accordance with the Limited Partnership Act, chapter L-9 of the Revised Statutes, 1973 and in existence immediately before the coming into force of this Act is continued under this Act and a certificate registered by the persons forming such a limited partnership in the Registry Office of the county where the principal place of business is located in accordance with section 4 of that Act shall be deemed to be a declaration filed in accordance with section 3 of this Act and shall expire five years after the day on which this Act comes into force unless sooner replaced or cancelled by the filing of a declaration under this Act.
47(2)Notwithstanding section 29, an extra-provincial limited partnership may carry on business in New Brunswick without filing a declaration and a power of attorney for sixty days after the day on which this Act comes into force.
Business Corporations Act
48(1)Paragraph 10(1)(a) of the Business Corporations Act, chapter B-9.1 of the Acts of New Brunswick, 1981, is repealed and the following substituted therefor:
(a) that is the name or deceptively similar to the name of another corporation, a body corporate registered under Part XVII, a company under the Companies Act, a limited partnership formed or continued under the Limited Partnership Act, an extra-provincial partnership that has filed a declaration under the Limited Partnership Act or a firm or person that has registered under the Partnerships and Business Names Registration Act unless such corporation, body corporate, partnership, firm or person consents and, in the case of a corporation, company under the Companies Act, partnership, other than an extra-provincial partnership, firm or person, undertakes to change its name within six months of giving its consent.
48(2)Paragraph 199(1)(a) of the said Act is repealed and the following substituted therefor:
(a) the name of or deceptively similar to the name of a corporation, a body corporate registered under this Part, a company under the Companies Act, a limited partnership formed or continued under the Limited Partnership Act, an extra-provincial limited partnership that has filed a declaration under the Limited Partnership Act, or a firm or person that has registered under the Partnerships and Business Names Registration Act, except if such corporation, body corporate, company, partnership, firm or person consents,
Nursing Homes Act
49Section 1 of the Nursing Homes Act, chapter N-11 of the Acts of New Brunswick, 1982, is amended by striking out the words “registered partnership, corporation or association” where they appear in the definition “operator” and substituting therefor the words “partnership registered under the Partnerships and Business Names Registration Act, a limited partnership, a corporation or an association”.
Partnerships and Business Names Registration Act
50Paragraph 13(1)(a) of the Partnerships and Business Names Registration Act, chapter P-5 of the Revised Statutes, 1973, is repealed and the following substituted therefor:
(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,
Repeal
51The Limited Partnership Act, chapter L-9 of the Revised Statutes, 1973, is repealed.
Commencement
52This Act or any provision thereof comes into force on a day to be fixed by proclamation.
N.B. This Act was proclaimed and came into force August 1, 1984.
N.B. This Act is consolidated to June 16, 2023.