BILL 72
An Act Respecting the Modernization of Legislation Governing Limited Liability Partnerships
Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:
Partnerships and Business Names Registration Act
1( 1) Section 1 of the Partnerships and Business Names Registration Act, chapter P-5 of the Revised Statutes, 1973, is amended
aby repealing the definition “liability insurance” and substituting the following:
“liability insurance” means (assurance responsabilité)
aan insurance policy that meets the requirements determined by the governing body of the eligible profession for providing indemnity for professional liability claims, or
bany other method approved by the governing body of the eligible profession that ensures the availability of funds to pay professional liability claims;
bin the definition “professional liability claim” by striking out “with respect to his or her negligence, wrongful act or omission, malpractice or misconduct” and substituting “with respect to an act or omission committed by the partner or employee”.
1( 2) Subsection 3.1(1) of the Act is amended by striking out “may cause” and substituting “shall cause”.
1( 3) The Act is amended by adding after section 3.1 the following:
Certificate of change of membership
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:
athe full name, address and occupation of each retiring partner;
bthe full name, address and occupation of each continuing partner and each incoming partner; and
cthe 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:
athe full name, address and occupation of all present members of the firm; and
bthe 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).
1( 4) The heading “Certificate of change in or dissolution of partnership” preceding section 4 is repealed and the following is substituted:
Certificate of change in firm name or certificate of dissolution
1( 5) Section 4 of the Act is amended
aby repealing subsection (1) and substituting the following:
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.
bby repealing subsection (2) and substituting the following:
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.
cby repealing subsection (3).
1( 6) The heading “Registration of certificate signed otherwise than in accordance with sections 3, 3.1 and 4” preceding section 4.1 of the Act is amended by striking out “sections 3, 3.1 and 4” and substituting “sections 3 and 3.1”.
1( 7) Section 4.1 of the Act is amended by striking out “Notwithstanding subsections 3(2), 3.1(3) and 4(2), the registrar may permit the registration of a certificate that is signed otherwise than in accordance with the provisions of sections 3, 3.1 and 4” and substituting “Despite 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”.
1( 8) Section 7 of the Act is repealed and the following is substituted:
7 The statements made in any of the following certificates may not be controverted by a person who has signed the certificate:
aa certificate of partnership registered under this Act; and
ba certificate of change of membership under subsection 3.2(1).
1( 9) Section 8 of the Act is repealed and the following is substituted:
8 A 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
aa 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,
ba certificate of dissolution of partnership under subsection 4(2) certifying that the partnership has been dissolved is registered under this Act, or
ca certificate signed by the person certifying that the person is not a member of the firm is given to the firm.
1( 10) Section 12.2 of the Act is amended in the portion preceding paragraph (a) by striking out “4(3)” and substituting “4(2)”.
1( 11) Subsection 17(1) of the Act is amended
ain paragraph (d) by striking out “sections 3, 3.1 and 4, when signed on behalf of a principal who has given special written authority in this connection to the actual signer, or when a party who should have signed personally has died without so signing” and substituting “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”;
bin paragraph (e) by striking out “, and” at the end of the paragraph and substituting a period;
cby repealing paragraph (f).
1( 12) Section 18.1 of the Act is repealed and the following is substituted:
18.1 A 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:
athe address of the firm or person as shown on a certificate registered under this Act; and
bin 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.
Regulation under the Partnerships and Business Names Registration Act
2( 1) Section 6 of the New Brunswick Regulation 81-35 under the Partnerships and Business Names Registration Act is amended by striking out “certificate of dissolution” and substituting “certificate of dissolution of partnership”.
2( 2) Form 2 of the Regulation is repealed and the attached Form 2 is substituted.
Business Corporations Act
3( 1) Section 193 of the Business Corporations Act, chapter B-9.1 of the Acts of New Brunswick, 1981, is amended
ain the French version, in the definition « bureau enregistré », by striking out the period at the end of the definition and substituting a semicolon;
bin the French version, in the definition « règlements internes », by striking out the period at the end of the definition and substituting a semicolon;
cby adding the following definitions in alphabetical order:
“eligible profession” means an eligible profession as defined in the Partnerships and Business Names Registration Act; (profession admissible)
“extra-provincial limited liability partnership” means an extra-provincial limited liability partnership as defined in the Partnerships and Business Names Registration Act; (société à responsabilité limitée extraprovinciale)
“New Brunswick limited liability partnership” means a New Brunswick limited liability partnership as defined in the Partnerships and Business Names Registration Act; (société à responsabilité limitée du Nouveau-Brunswick)
3( 2) Section 194 of the Act is amended by adding the following after subsection (2.1):
194( 2.2) An extra-provincial corporation is not carrying on business in New Brunswick by reason only that it is a member or an associate of a New Brunswick limited liability partnership or an extra-provincial limited liability partnership.
Partnership Act
4( 1) Subsection 37(2) of the Partnership Act, chapter P-4 of the Revised Statutes, 1973, is amended by striking out “the dissolution or change so advertised or certified” and substituting “the dissolution so advertised or certified”.
4( 2) Section 48 of the Act is amended by adding after subsection (2) the following:
48( 2.1) Unless the circumstances referred to in subsection (2) apply, a partner in a New Brunswick limited liability partnership is not a proper party to a proceeding by or against the New Brunswick limited liability partnership that claims relief in respect of partnership obligations.