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O.C. 211/2009

O.C. 211/2009

A.R. 105/2009

April 22, 2009


            The Lieutenant Governor in Council makes the Partnership Regulation set out in the attached Appendix.

For Information only

Recommended by:            Minister of Service Alberta

Authority:                             Partnership Act
                                                (sections 80.1 and 104.1)


APPENDIX

Partnership Act

PARTNERSHIP REGULATION

Table of Contents

                1       Definition

Part 1
General

                2       Format requirements

                3       Designation of jurisdictions

                4       Annual report of LLPs

                5       Names of Alberta LLPs

Part 2
Special Rules Respecting
Extra‑provincial Matters

                6       Definitions

Division 1
Designations

                7       Designations

Division 2
Alberta Limited Partnerships and Alberta LLPs

                8       Registrations in jurisdiction of designated extra‑provincial registrar

                9       Maintaining registration

              10       Requests, information and documents

              11       Provision of other information to designated extra-provincial registrar

Division 3
Designated Extra‑provincial
Limited Partnerships and Designated
Extra‑provincial Limited Liability Partnerships

Designated Extra‑provincial Limited Partnerships

              12       Registrations and filings of designated extra‑provincial limited partnerships

              13       Registration

              14       Changes in name

              15       Changes respecting general partner

              16       Application to cancel registration

              17       Cancellation of registration without notice

              18       Application of provisions of Act

Designated Extra‑provincial Limited Liability Partnerships

              19       Registrations and filings of designated extra‑provincial limited liability partnerships

              20       Registration

              21       Head office

              22       Attorney for service

              23       Partnership list

              24       Changes in name

              25       Changes in head office

              26       Changes in attorney for service

              27       Application to cancel registration

              28       Cancellation of registration without notice

              29       Cancellation of registration with notice

              30       Notice to and service on a designated extra‑provincial limited liability partnership

              31       Application of provisions of Act

General Matters

              32       Collection of information

              33       Complete information required

              34       Form of information

              35       Registration statement and certificate of registration

              36       Fee exemption

Transitional

              37       Transitional

Part 3
Repeal, Expiry and
Coming into Force

              38       Repeal

              39       Expiry

              40       Coming into force

Definition

1   In this Regulation, “Act” means the Partnership Act.

Part 1
General

Format requirements

2   A form or other document filed with the Registrar in other than an electronic format must

                                 (a)    be printed or typewritten on good quality white paper 21.5 cm by 28 cm,

                                 (b)    be legible, and

                                 (c)    be suitable for digital imaging, microfilming and photocopying.

Designation of jurisdictions

3   The following jurisdictions are designated for the purposes of section 52(2) of the Act in respect of the registration of limited partnerships:

                                 (a)    any province or territory of Canada;

                                 (b)    any state of the United States of America;

                                 (c)    the United Kingdom.

Annual report of LLPs

4(1)  For the purposes of subsection (2), the anniversary month of an Alberta LLP and an extra‑provincial LLP is the month in which the certificate of registration under Part 3 of the Act was issued by the Registrar.

(2)  An Alberta LLP and an extra‑provincial LLP shall annually, not later than the last day of the month immediately following the anniversary month, file with the Registrar, in a format and manner approved by the Registrar, a return setting out any changes in respect to the following information:

                                 (a)    the name and residential address of the partner who is designated as the representative of the partnership in respect to matters relating to the partnership;

                                 (b)    the address of the registered office of the partnership;

                                 (c)    the separate post office box, if any, designated as the partnership’s address for service by mail.

Names of Alberta LLPs

5(1)  The name of an Alberta LLP must contain the legal element “LLP” or its abbreviation “LLP” or “Société à Responsabilité Limitée” or its abbreviation “SRL”, and where the name contains the legal element “LLP” or its abbreviation “LLP”, the name must end with that legal element.

(2)  The name of an Alberta LLP may not be

                                 (a)    identical to the name of any other Alberta LLP or any extra‑provincial LLP registered in Alberta, or

                                 (b)    so similar to the name of any other Alberta LLP or any extra‑provincial LLP registered in Alberta that the only difference is in respect to the legal element.

(3)  If, through inadvertence or otherwise, an Alberta LLP is registered with a name that does not comply with this section, the Registrar may, by notice in writing to the partnership, direct the partnership to change its name to one that complies with this section within 60 days of the date of the notice.

Part 2
Special Rules Respecting Extra‑provincial Matters

Definitions

6   In this Part,

                                 (a)    “agreement” means an agreement under section 80.1 or 104.1 of the Act, as the case may be;

                                 (b)    “Alberta limited partnership” means a limited partnership formed in Alberta;

                                 (c)    “designated extra‑provincial limited liability partnership” means a partnership designated under section 7(3);

                                 (d)    “designated extra‑provincial limited partnership” means a partnership designated under section 7(2);

                                 (e)    “designated extra‑provincial registrar” means an extra‑provincial registrar designated under section 7(1);

                                  (f)    “registered Alberta limited partnership” means an Alberta limited partnership that is registered in the jurisdiction of a designated extra‑provincial registrar;

                                 (g)    “registered Alberta LLP” means an Alberta LLP that is registered in the jurisdiction of a designated extra‑provincial registrar;

                                 (h)    “registered designated extra‑provincial limited liability partnership” means an extra‑provincial limited liability partnership that is registered under section 104.1 of the Act;

                                  (j)    “registered designated extra-provincial limited partnership” means an extra‑provincial limited partnership that is registered under section 80.1 of the Act.

Division 1
Designations

Designations

7(1)  The registrar as defined in the Partnership Act, RSBC 1996, c348 is designated as an extra‑provincial registrar to which this Part applies.

(2)  Those extra‑provincial limited partnerships that are formed under the Partnership Act, RSBC 1996, c348 are designated as extra‑provincial limited partnerships to which this Part applies.

(3)  Those extra‑provincial limited liability partnerships that are registered as limited liability partnerships under the Partnership Act, RSBC 1996, c348 are designated as extra‑provincial limited liability partnerships to which this Part applies.

Division 2
Alberta Limited Partnerships and
Alberta LLPs

Registration in jurisdiction of designated
extra‑provincial registrar

8(1)  An Alberta limited partnership or an Alberta LLP may request the Registrar to act under this Division in respect of the Alberta limited partnership’s or Alberta LLP’s application for registration in the jurisdiction of a designated extra‑provincial registrar.

(2)  A request under subsection (1) must be accompanied with the information, documents and fees required under the legislation of the jurisdiction of the designated extra‑provincial registrar.

Maintaining registration

9(1)  A registered Alberta limited partnership or a registered Alberta LLP may request the Registrar to act under this Division in respect of extra‑provincial matters in the jurisdiction of a designated extra‑provincial registrar in which the registered Alberta limited partnership or the registered Alberta LLP is registered.

(2)  A request under subsection (1) must be accompanied with the information, documents and fees required under the legislation of the jurisdiction of the designated extra‑provincial registrar.

Requests, information and documents

10(1)  A request, information and documents submitted under section 8 or 9 must

                                 (a)    be in the form, including an electronic format, established by the Registrar, and

                                 (b)    if the Registrar has not established an electronic format, comply with section 2.

(2)  If the Registrar considers that a request, information or a document submitted under this Division contains extraneous information, the Registrar may reject the request, information or document.

(3)  On receipt of a request under section 8(1) or 9(1), the Registrar shall, forthwith, compile any information and documents from the Registrar’s records that the applicable agreement requires the Registrar to provide to the designated extra‑provincial registrar.

(4)  The Registrar shall, in accordance with the applicable agreement, transmit to the designated extra‑provincial registrar

                                 (a)    the information, documents and fees submitted to the Registrar under this Division, and

                                 (b)    the information and documents compiled under subsection (3).

Provision of other information to designated
extra‑provincial registrar

11(1)  Where a registered Alberta limited partnership or registered Alberta LLP submits information or a document to the Registrar under the Act, the Registrar shall, if required by the applicable agreement,

                                 (a)    transmit the information or document to the designated extra‑provincial registrar, and

                                 (b)    take other action respecting the information or document that is specified in the applicable agreement.

(2)  Where the Registrar takes action with respect to a registered Alberta limited partnership or registered Alberta LLP under the Act, the Registrar shall, if required by the applicable agreement,

                                 (a)    transmit to the designated extra‑provincial registrar information respecting the action, and

                                 (b)    take any other action respecting the information that is specified in the applicable agreement.

(3)  The Registrar may act under subsection (1) or (2) whether or not the registered Alberta limited partnership or registered Alberta LLP has made a request under section 9.

Division 3
Designated Extra‑provincial Limited Partnerships and Designated
Extra‑provincial Limited Liability Partnerships

Designated Extra-provincial
Limited Partnerships

Registrations and filings of designated
extra‑provincial limited partnerships

12   A designated extra‑provincial limited partnership may not apply for registration or submit information or documents for filing under the Act except in accordance with this Division.

Registration

13(1)  A designated extra‑provincial limited partnership may apply to the Registrar to be registered as an extra‑provincial limited partnership.

(2)  An application referred to in subsection (1) must be submitted to the designated extra‑provincial registrar.

(3)  If the Registrar is satisfied that all of the information and documents necessary for a designated extra‑provincial limited partnership to be registered as an extra‑provincial limited partnership have been received from the designated extra‑provincial registrar in the form specified in the applicable agreement, the Registrar may

                                 (a)    file the information and documents, and

                                 (b)    register the designated extra‑provincial limited partnership and issue a registration statement.

(4)  A firm registered as a designated extra‑provincial limited partnership under subsection (3) has the same rights and is subject to the same duties, restrictions and liabilities under the Act as a firm formed as a limited partnership under section 52(1) of the Act.

Changes in name

14(1)  If a registered designated extra‑provincial limited partnership changes its name, it shall within one month after the effective date of the change give notice to the Registrar that it has changed its name.

(2)  A notice referred to in subsection (1) must be submitted to the designated extra‑provincial registrar.

Changes respecting general partner

15(1)  A registered designated extra‑provincial limited partnership shall give the Registrar notice of

                                 (a)    a person becoming or ceasing to be a general partner, or

                                 (b)    a change in the name or address of any of its general partners.

(2)  A notice referred to in subsection (1) must be submitted to the designated extra‑provincial registrar.

Application to cancel registration

16(1)  A registered designated extra‑provincial limited partnership that ceases to carry on business in Alberta may apply to cancel its registration.

(2)  An application referred to in subsection (1) must

                                 (a)    be submitted to the designated extra‑provincial registrar, and

                                 (b)    contain a statement that the registered designated extra‑provincial limited partnership has ceased to carry on business in Alberta.

Cancellation of registration without notice

17   The Registrar may, without notice, cancel the registration of a designated extra‑provincial limited partnership

                                 (a)    if the designated extra‑provincial limited partnership has applied to cancel its registration,

                                 (b)    on the dissolution of the designated extra‑provincial limited partnership in the jurisdiction in which it was formed, or

                                 (c)    on the cancellation of the registration of the designated extra‑provincial limited partnership in the jurisdiction in which it was formed.

Application of provisions of Act

18   Sections 52 and 69 to 72 of the Act do not apply to a designated extra‑provincial limited partnership.

Designated Extra‑provincial Limited
Liability Partnerships

Registrations and filings of designated
extra‑provincial limited liability partnerships

19   A designated extra‑provincial limited liability partnership may not apply for registration or submit information or a document for filing under the Act except in accordance with this Division.

Registration

20(1)  A designated extra‑provincial limited liability partnership may apply to the Registrar to be registered as an extra-provincial limited liability partnership.

(2)  Subsection (1) does not apply where the Alberta governing body of any of the eligible professions in which the partners in the partnership carry on practice has passed a rule or bylaw prohibiting persons who carry on practice in the eligible profession from doing so in a limited liability partnership under the Act.

(3)  An application referred to in subsection (1) must

                                 (a)    be submitted to the designated extra‑provincial registrar, and

                                 (b)    include the following information and documents:

                                           (i)    the eligible profession or professions in which the partners carry on practice or, if the partners do not carry on practice in an eligible profession, the other business of the partners;

                                          (ii)    if the partners are engaged in an eligible profession, confirmation that the designated extra‑provincial limited liability partnership possesses a current statement that meets the requirements of section 94(3)(b)(ii) of the Act;

                                         (iii)    the address of the head office of the designated extra‑provincial limited liability partnership;

                                         (iv)    the appointment of the designated extra‑provincial limited liability partnership’s attorney for service and, if applicable, alternative attorney for service, including the attorney’s and alternative attorney’s name, firm name, physical address and, if different from the physical address, mailing address.

(4)  If the Registrar is satisfied that all of the information and documents necessary for a designated extra‑provincial limited liability partnership to be registered as an extra‑provincial limited liability partnership have been received in the form specified in the applicable agreement, the Registrar shall register the designated extra‑provincial limited liability partnership and issue a certificate of registration.

(5)  A certificate of registration issued by the Registrar is conclusive evidence that the designated extra‑provincial limited liability partnership named in the certificate is registered under the Act.

(6)  The registration of an extra‑provincial limited liability partnership is not adversely affected by errors in the application, in the information collected under subsection (3)(b)(i), (iii) or (iv) or section 32 or by changes in the filed information that occur after the date of registration.

(7)  The registration of a designated extra‑provincial limited liability partnership is not adversely affected by a change in the partners in the partnership.

Head office

21(1)  If a designated extra‑provincial limited liability partnership has a registered office in its governing jurisdiction, the designated extra‑provincial limited liability partnership may specify the address of its registered office as the address of its head office.

(2)  If a registered designated extra‑provincial limited liability partnership that has specified the address of its registered office as the address of its head office ceases to have a registered office in its governing jurisdiction, the address of the former registered office continues to be the address of the head office in the records of the Registrar until the head office is changed in accordance with section 25.

Attorney for service

22(1)  A designated extra‑provincial limited liability partnership may appoint an individual as its alternative attorney if that individual is

                                 (a)    a member of a partnership of which the attorney is also a member, or

                                 (b)    an assistant manager of the designated extra‑provincial limited liability partnership and the attorney is the manager for Alberta of the designated extra‑provincial limited liability partnership.

(2)  A designated extra‑provincial limited liability partnership shall ensure that the address of its attorney is an office that is

                                 (a)    accessible to the public during normal business hours, and

                                 (b)    readily identifiable from the physical address.

Partnership list

23   A designated extra‑provincial limited liability partnership shall keep at the office of its attorney for service a list of the Alberta partners in the limited liability partnership and shall forthwith provide the following information to any person who requests it:

                                 (a)    a list of the Alberta partners in the limited liability partnership;

                                 (b)    a list of the persons who were Alberta partners in the limited liability partnership on a particular date that is after the date of registration and is specified in the request.

Changes in name

24(1)  If a registered designated extra‑provincial limited liability partnership changes its name, it shall, within one month after the effective date of the change, give notice to the Registrar that it has changed its name.

(2)  A notice referred to in subsection (1) must be submitted to the designated extra‑provincial registrar.

Changes in head office

25(1)  If a registered designated extra‑provincial limited liability partnership changes its head office, it shall, within one month after the effective date of the change, give notice of the change in head office to the Registrar.

(2)  The notice referred to in subsection (1) must

                                 (a)    be submitted to the designated extra‑provincial registrar, and

                                 (b)    include the address of the new head office.

(3)  If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra‑provincial corporation to change its head office have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents.

Changes in attorney for service

26(1)  If an attorney of a registered designated extra‑provincial limited liability partnership dies or resigns or the attorney’s appointment is revoked, the registered designated extra‑provincial limited liability partnership shall forthwith give the Registrar notice of an appointment of an individual as its attorney for service.

(2)  A registered designated extra‑provincial limited liability partnership shall give the Registrar a notice of any change in the name, firm name or address of its attorney or alternative attorney.

(3)  An attorney for a registered designated extra‑provincial limited liability partnership who intends to resign shall

                                 (a)    give not less than 60 days’ notice to the registered designated extra‑provincial limited liability partnership at its head office, and

                                 (b)    give the Registrar a copy of the notice.

(4)  A notice under subsection (1), (2) or (3) must

                                 (a)    be submitted to the designated extra‑provincial registrar, and

                                 (b)    include the attorney’s and any alternative attorney’s name, firm name, physical address and, if different from the physical address, mailing address.

(5)  If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra‑provincial limited liability partnership to change its attorney for service have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents.

Application to cancel registration

27(1)  A registered designated extra‑provincial limited liability partnership that ceases to carry on business in Alberta may apply to cancel its registration.

(2)  An application referred to in subsection (1) must

                                 (a)    be submitted to the designated extra‑provincial registrar, and

                                 (b)    contain a statement that the registered designated extra‑provincial limited liability partnership has ceased to carry on business in Alberta.

Cancellation of registration without notice

28(1)  The Registrar may, without notice, cancel the registration of a designated extra‑provincial limited liability partnership

                                 (a)    if the designated extra‑provincial limited liability partnership has applied to cancel its registration,

                                 (b)    where the partners of the designated extra‑provincial limited liability partnership carry on practice in an eligible profession or professions, if the Registrar receives a notice from a person who is authorized by the governing body of the applicable eligible profession in Alberta to provide the notice, stating that

                                           (i)    no statement referred to in a confirmation provided under section 20(3)(b)(ii) had been given in respect of the designated extra‑provincial limited liability partnership at the time of its registration, or

                                          (ii)    the designated extra‑provincial limited liability partnership or one or more of the partners no longer satisfy the criteria set out in section 94(3)(b)(ii)(A) and (B) of the Act,

                                 (c)    if the designated extra-provincial limited liability partnership no longer has the status of a limited liability partnership in its governing jurisdiction, or

                                 (d)    on the cancellation of the registration of the designated extra‑provincial limited liability partnership in its governing jurisdiction.

(2)  Notwithstanding any other provision of this Regulation, if the Registrar cancels the registration of a designated extra‑provincial limited liability partnership under subsection (1)(b)(i), section 93 of the Act applies to the designated extra‑provincial limited liability partnership as if the designated extra‑provincial limited liability partnership had never been registered under the Act.

Cancellation of registration with notice

29(1)  Subject to subsection (2), the Registrar may cancel the registration of a designated extra‑provincial limited liability partnership if the designated extra‑provincial limited liability partnership

                                 (a)    does not have an attorney for service, or

                                 (b)    has otherwise contravened Part 3 of the Act or this Regulation.

(2)  The Registrar shall not cancel the registration of a designated extra‑provincial limited liability partnership under subsection (1) until

                                 (a)    the Registrar has given at least 120 days’ notice of the proposed cancellation with the Registrar’s reasons for it

                                           (i)    to the designated extra‑provincial limited liability partnership by mail addressed to its head office, and

                                          (ii)    to its attorney by mail addressed to the attorney,

                                     and

                                 (b)    the Registrar has published a notice of the proposed cancellation in the Registrar’s periodical or The Alberta Gazette.

(3)  A notice of a proposed cancellation sent by ordinary mail to a registered designated extra‑provincial limited liability partnership or to its attorney in accordance with subsection (2) is deemed to have been received at the time it would be delivered in the ordinary course of mail despite the fact that it is returned as undeliverable.

Notice to and service on a designated extra‑provincial limited liability partnership

30(1)  A notice or document that is required or permitted to be sent to or served on a designated extra‑provincial limited liability partnership may be

                                 (a)    delivered to its attorney for service or to an individual who is its alternative attorney for service according to the Registrar’s records, or

                                 (b)    delivered to or sent by registered mail to the address, according to the Registrar’s records, of its attorney for service.

(2)  A notice or document sent by registered mail to a designated extra‑provincial limited liability partnership in accordance with subsection (1)(b) is 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 designated extra‑provincial limited liability partnership did not receive the notice or document at that time or at all.

Application of provisions of Act

31   Part 3 of the Act, except sections 81, 93, 96, 99, 104 and 104.1 of that Act, does not apply to a designated extra‑provincial limited liability partnership.

General Matters

Collection of information

32(1)  The Registrar may collect from a designated extra‑provincial registrar any information or documents specified in the applicable agreement that are submitted to or held by the designated extra‑provincial registrar, including, without limitation, information and documents respecting the following:

                                 (a)    the application for registration of

                                           (i)    a designated extra‑provincial limited partnership, or

                                          (ii)    a designated extra-provincial limited liability partnership;

                                 (b)    a change in the name of

                                           (i)    a registered designated extra‑provincial limited partnership, or

                                          (ii)    a registered designated extra‑provincial limited liability partnership;

                                 (c)    a change in the general partners of a registered designated extra‑provincial limited partnership or in the name or address of a general partner;

                                 (d)    the application to cancel its registration of

                                           (i)    a designated extra‑provincial limited partnership, or

                                          (ii)    a designated extra‑provincial limited liability partnership;

                                 (e)    a change in the head office of a registered designated extra‑provincial limited liability partnership;

                                  (f)    a change in the attorney for service of a registered designated extra‑provincial limited liability partnership or in the address of the attorney for service;

                                 (g)    the dissolution of a registered designated extra‑provincial limited partnership in the jurisdiction in which it was formed;

                                 (h)    a registered designated extra‑provincial limited liability partnership ceasing to have the status of a limited liability partnership in its governing jurisdiction;

                                  (i)    the cancellation of the registration of a

                                           (i)    registered designated extra‑provincial limited partnership in the jurisdiction in which it was formed, or

                                          (ii)    registered designated extra-provincial limited liability partnership in its governing jurisdiction;

                                  (j)    a correction of information or documents relating to a

                                           (i)    registered designated extra‑provincial limited partnership, or

                                          (ii)    registered designated extra‑provincial limited liability partnership.

(2)  Information and documents referred to in subsection (1) may be collected electronically or by mail or fax.

(3)  The Registrar may file any information or documents collected under subsection (1).

Complete information required

33   The Registrar may decline to file any information or document or to issue any document in respect of any matter relating to a designated extra‑provincial limited partnership or a designated extra‑provincial limited liability partnership, including, without limitation, the registration of the designated extra‑provincial limited partnership or the designated extra‑provincial limited liability partnership, until the Registrar has received from the designated extra‑provincial registrar, in the form specified in the applicable agreement, the information and documents relating to the matter specified in the applicable agreement

                                 (a)    that are required to be submitted to the designated extra‑provincial registrar by the designated extra‑provincial limited partnership or designated extra‑provincial limited liability partnership, and

                                 (b)    that the Registrar requires that are held by the designated extra‑provincial registrar.

Form of information

34   An application, request, notice, information or document required to be submitted to a designated extra‑provincial registrar under this Regulation must be in the form or electronic format established by the designated extra‑provincial registrar.

Registration statement and certificate of registration

35(1)  The Registrar shall send a registration statement issued under this Division to the general partner of the designated extra‑provincial limited partnership.

(2)  The Registrar shall send a certificate of registration issued under this Division to the attorney for service of the designated extra‑provincial limited liability partnership.

Fee exemption

36(1)  A designated extra‑provincial limited partnership is exempt from the requirement to pay a fee in respect of its application for registration or the filing of information and documents related to its registration under the Act.

(2)  A designated extra‑provincial limited liability partnership is exempt from the requirement to pay a fee in respect of its application for registration or the filing of information and documents related to its registration under the Act.

Transitional

Transitional

37(1)  Where an extra-provincial limited partnership formed in the jurisdiction of a designated extra‑provincial registrar was registered as an extra‑provincial limited partnership in Alberta immediately before the coming into force of this section, the extra‑provincial limited partnership is deemed to be registered under section 80.1 of the Act on the coming into force of this section.

(2)  Where an extra‑provincial limited liability partnership for which the governing jurisdiction is the jurisdiction of a designated extra‑provincial registrar was registered as an extra‑provincial limited liability partnership under section 95 of the Act immediately before the coming into force of this section, the extra‑provincial limited liability partnership is deemed to be registered under section 104.1 of the Act on the coming into force of this section.

(3)  The representative partner of an extra‑provincial limited liability partnership referred to in subsection (2) is deemed to be the attorney for service for the extra‑provincial limited liability partnership and the residential address of the representative partner is deemed to be the address of the attorney for service until a notice of change of attorney is filed.

Part 3
Repeal, Expiry and
Coming into Force

Repeal

38   The Partnership Regulation (AR 276/99) is repealed.

Expiry

39   For the purpose of ensuring that this Regulation is reviewed for ongoing relevancy and necessity, with the option that it may be repassed in its present or an amended form following a review, this Regulation expires on October 31, 2014.

Coming into force

40   This Regulation comes into force on April 27, 2009.