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The Partnership Amendment and Business Names Registration Amendment Act

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If you need an official copy, contact Statutory Publications.

S.M. 2002, c. 30

Bill 21, 3rd Session, 37th Legislature

THE PARTNERSHIP AMENDMENT AND BUSINESS NAMES REGISTRATION AMENDMENT ACT


 

(Assented to August 9, 2002)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

PART 1

THE PARTNERSHIP ACT

C.C.S.M. c. P30 amended

1           The Partnership Act is amended by this Part.

2(1)        Section 1 is amended

(a) by renumbering it as subsection 1(1);

(b) by adding the following definition in alphabetical order:

"Director" means the Director appointed under The Business Names Registration Act; (« directeur »)

(c) by repealing the definition "partnership".

2(2)        The following is added after subsection 1(1):

Interpretation

1(2)        In this Act, a reference to a partnership includes

(a) a reference to a limited partnership, unless the reference would be inconsistent with Part II; and

(b) a reference to a limited liability partnership, unless the reference would be inconsistent with Part III.

3           Subsection 2(1) is amended

(a) by adding "or III" after "Part II"; and

(b) by striking out "including a limited partnership" and substituting ", including a limited partnership, a Manitoba limited liability partnership and an extra-provincial limited liability partnership".

4           The section heading for section 3 is replaced with "Meaning of partnership".

5           The following is added after section 66:

PART III

LIMITED LIABILITY PARTNERSHIPS

Definitions

67          In this Part,

"distribution", in relation to partnership property, means a transfer of money or other partnership property by a partnership to a partner or an assignee of a partner's share in the partnership, whether as a share of profits, return of contributions to capital, repayment of advances or otherwise; (« distribution »)

"extra-provincial limited liability partnership" means a limited liability partnership formed under the laws of another jurisdiction and registered as an extra-provincial limited liability partnership under The Business Names Registration Act; (« société à responsabilité limitée extraprovinciale »)

"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 either or both of

(a) a policy of insurance that covers the payment of professional liability claims against a partner in a limited liability partnership, or

(b) another method, required by a professional governing body referred to in clause 69(1)(c), of ensuring the availability of funds to pay professional liability claims against members of the profession; (« assurance responsabilité »)

"Manitoba limited liability partnership" means a partnership that is registered under The Business Names Registration Act as a Manitoba limited liability partnership; (« société à responsabilité limitée du Manitoba »)

"partnership obligation" means any debt, obligation or liability of a partnership, other than debts, obligations or liabilities of partners as between themselves or as between themselves and the partnership; (« obligation »)

"professional liability claim" means a claim against a partner

(a) with respect to his or her negligence, wrongful act or omission, malpractice or misconduct occurring in the ordinary course of practising a profession in a Manitoba limited liability partnership or extra-provincial limited liability partnership, or

(b) with respect to another person's negligence, wrongful act or omission, malpractice or misconduct for which subsection 75(1) does not protect the partner from liability. (« demande d'indemnité pour faute professionnelle »)

Application of Part III

68          This Part applies only to Manitoba limited liability partnerships and extra-provincial limited liability partnerships.

Manitoba limited liability partnerships

69(1)       A partnership or two or more persons who have agreed to carry on business in a limited liability partnership may register as a Manitoba limited liability partnership under The Business Names Registration Act if

(a) they carry on business in Manitoba only for the purpose of practising a profession governed by an Act of the legislature;

(b) the governing Act or a regulation under this Act permits the profession to be practised in a limited liability partnership; and

(c) the governing body of the profession or a regulation under this Act requires members who are partners in limited liability partnerships to maintain a minimum amount of liability insurance.

Authority to require liability insurance

69(2)       The governing body of a profession that is permitted by regulation to practise in limited liability partnerships is authorized to require members who are partners in such partnerships to maintain a minimum amount of liability insurance, despite anything to the contrary or any lack of authority in the profession's governing Act.

Limited partnerships not eligible

69(3)       No limited partnership may be registered as a Manitoba limited liability partnership.

Effective date and period of status

69(4)       The status of a partnership or group of persons as a Manitoba limited liability partnership takes effect on the day on which the Director registers the partnership under The Business Names Registration Act and continues so long as the registration is in force or deemed to be in force under that Act.

Effect of registration

70          Subject to any agreement between the partners, the registration of a partnership as a Manitoba limited liability partnership does not cause the dissolution of the partnership, and the Manitoba limited liability partnership continues as the same partnership that existed before the registration.

Notice to clients

71          Without delay after being registered as a Manitoba limited liability partnership, a partnership must send to all of its existing clients a notice advising of the registration and explaining in general terms the potential changes in liability of the partners that result from the registration.

Registered office must be in Manitoba

72(1)       A Manitoba limited liability partnership must at all times have a registered office in Manitoba.

Location of registered office

72(2)       The registered office must be the business

premises of the Manitoba limited liability partnership or of a person or firm that has agreed to act as the partnership's registered office.

Access to registered office

72(3)       A Manitoba limited liability partnership must ensure that its registered office is accessible to the public during normal business hours.

Address for service by mail

72(4)       A Manitoba limited liability partnership may designate a separate post office box within Manitoba as its address for service by mail.

Partnership list

73          A Manitoba limited liability partnership must keep at its registered office a list of the partners and must without delay provide the following information without charge to any person who requests it:

(a) a list of the partners;

(b) a list of the persons who were partners in the Manitoba limited liability partnership on a date specified in the request.

Name

74(1)       The name of a Manitoba limited liability partnership must end with the phrase "Limited Liability Partnership" or its abbreviation "LLP", or with the phrase "société à responsabilité limitée" or its abbreviation "s.r.l.".

Use of registered name only

74(2)       A Manitoba limited liability partnership must not carry on business under a name other than its registered firm name.

Limited liability of partners in a Manitoba limited liability partnership

75(1)       Subject to subsections (2), (4) and (5), a partner in a Manitoba limited liability partnership is not individually liable, directly or indirectly by means of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of the partnership or another partner that arise from the negligence, wrongful act or omission, malpractice or misconduct of

(a) another partner; or

(b) an employee, agent or representative of the partnership;

occurring in the ordinary course of carrying on practice in a profession referred to in subsection 69(1) while the partnership is a Manitoba limited liability partnership.

Exceptions to protection under subsection (1)

75(2)       Subsection (1) does not operate to protect a partner from liability

(a) if the partner knew of the negligence, wrongful act or omission, malpractice or misconduct at the time it was committed and failed to take reasonable steps to prevent its commission; or

(b) if the negligence, wrongful act or omission, malpractice or misconduct was committed by an employee, agent or representative of the partnership for whom the partner was directly responsible in a supervisory role.

Limitation of action

75(3)       A partner in a Manitoba limited liability partnership is not a proper party to a proceeding by or against the partnership that claims relief in respect of negligence, wrongful acts or omissions, malpractice or misconduct described in subsection (1).

Interest in partnership property not protected

75(4)       The protection from liability given to a partner by subsection (1) shall not be construed as offering any protection from claims against his or her interest in the partnership property.

Previous obligations

75(5)       The protection from liability given to a partner by subsection (1) shall not be construed as offering any protection from liability for partnership obligations that arose before the partnership became a Manitoba limited liability partnership.

Service

76(1)       A notice or document required or permitted to be sent to or served on a Manitoba limited liability partnership may be

(a) delivered to its registered office, as shown in the Director's records;

(b) personally served on the partner who is designated as its representative, as shown in the Director's records;

(c) sent by registered mail to

(i) its registered office, as shown in the Director's records,

(ii) the partner who is designated as its representative, as shown in the Director's records, or

(iii) the separate post office box designated as its address for service by mail, as shown in the Director's records; or

(d) delivered or sent by any other manner that may be provided for in the regulations.

Deemed time of receipt

76(2)       A notice or document sent by registered mail to a Manitoba limited liability partnership in accordance with clause (1)(c) is deemed to be received on the fifth business day after mailing, unless there are reasonable grounds for believing that the partnership did not receive the notice or document at that time or at all.

Extra-provincial limited liability partnerships

77(1)       A partnership formed under the laws of a jurisdiction outside Manitoba may register as an extra-provincial limited liability partnership under The Business Names Registration Act if it

(a) has the status of a limited liability partnership under the laws of a jurisdiction outside Manitoba; and

(b) consists of partners who practise a profession that partners in a Manitoba limited liability partnership may practise.

Effective date and period of status

77(2)       The status of a partnership as an extra-provincial limited liability partnership takes effect on the day on which the Director registers the partnership under The Business Names Registration Act and continues so long as the registration is in force or deemed to be in force under that Act.

Non-registered status

78          A partnership that has the status of a limited liability partnership under the laws of a jurisdiction outside Manitoba shall be treated as an ordinary partnership with respect to rights and obligations that it acquires or incurs under Manitoba laws while carrying on business in Manitoba without being registered as an extra-provincial limited liability partnership under The Business Names Registration Act.

Notice to clients

79(1)       Without delay after being registered as an extra-provincial limited liability partnership, the partnership must send all the existing clients of its Manitoba practice a notice advising of the registration and explaining in general terms the potential changes in liability of the partners that result from the registration.

Subsequent notice to clients

79(2)       If an extra-provincial limited liability partnership has sent a notice similar to the notice described in subsection (1) to all of its existing clients as a result of being registered as a limited liability partnership or an extra-jurisdictional limited liability partnership in another jurisdiction, the notice required by subsection (1) is required to be sent only to the partnership's existing clients in Manitoba.

Registered office in Manitoba

80(1)       An extra-provincial limited liability partnership must at all times have a registered office in Manitoba.

Location of registered office

80(2)       The registered office must be the business

premises of the extra-provincial limited liability partnership or of a person or firm that has agreed to act as the partnership's registered office.

Access to registered office

80(3)       An extra-provincial limited liability partnership must ensure that its registered office is accessible to the public during normal business hours.

Address for service by mail

80(4)       An extra-provincial limited liability partnership may designate a separate post office box within Manitoba as its address for service by mail.

Partnership list

81          An extra-provincial limited liability partnership must keep at its registered office a list of the Manitoba-resident partners and must without delay provide the following information without charge to any person who requests it:

(a) a list of the Manitoba-resident partners;

(b) a list of the persons who were Manitoba-resident partners in the partnership on a date specified in the request, which must be after it was registered under The Business Names Registration Act.

Name

82(1)       The name of an extra-provincial limited liability partnership must contain the words and abbreviations required under the laws of its governing jurisdiction.

Use of registered name only

82(2)       An extra-provincial limited liability partnership must not carry on business under a name other than its registered firm name.

Service

83(1)       A notice or document required or permitted to be sent to or served on an extra-provincial limited liability partnership may be

(a) delivered to its registered office, as shown in the Director's records;

(b) personally served on the partner who is designated as its representative, as shown in the Director's records;

(c) sent by registered mail to

(i) its registered office, as shown in the Director's records,

(ii) the partner who is designated as its representative, as shown in the Director's records, or

(iii) the separate post office box designated as its address for service by mail, as shown in the Director's records; or

(d) delivered or sent by any other manner that may be provided for in the regulations.

Deemed time of receipt

83(2)       A notice or document sent by registered mail to an extra-provincial limited liability partnership in accordance with clause (1)(c) is deemed to be received on the fifth business day after mailing, unless there are reasonable grounds for believing that the partnership did not receive the notice or document at that time or at all.

Law of governing jurisdiction applies

84(1)       Except as provided in another Act or in subsections (2) to (4), the law of the governing jurisdiction of an extra-provincial limited liability partnership applies

(a) to the organization and internal affairs of the partnership; and

(b) to the liability of the partners for debts, obligations and liabilities of or chargeable to the partnership.

Manitoba partner's own acts and omissions

84(2)       A Manitoba partner of an extra-provincial limited liability partnership has the same individual liability as a partner of a Manitoba limited liability partnership does for debts, obligations or liabilities arising from his or her own negligence, wrongful act or omission, malpractice or misconduct.

Extent of Manitoba partner's liability

84(3)       A Manitoba partner of an extra-provincial limited liability partnership has no greater protection against individual liability for debts, obligations or liabilities of the partnership or another partner described in subsection (4) than a partner of a Manitoba limited liability partnership would have against individual liability for similar debts, obligations or liabilities of the Manitoba partnership or another partner.

Debts to which subsection (3) applies

84(4)       The debts, obligations or liabilities referred to in subsection (3) are those arising

(a) from the negligence, wrongful act or omission, malpractice or misconduct of another partner or an employee, agent or representative of the partnership about which the partner knew at the time of its commission and in respect of which he or she failed to take reasonable steps to prevent its commission; or

(b) from the negligence, wrongful act or omission, malpractice or misconduct of an employee, agent or representative of the partnership for whom the partner was directly responsible in a supervisory role.

Restrictions on distribution of partnership property

85(1)       A Manitoba limited liability partnership must 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.

Distribution other than in winding up

85(2)       In circumstances other than in connection with the winding up of its affairs, a Manitoba limited liability partnership must 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.

Exception re subsection (1)

85(3)       Subsection (1) does not prohibit a payment on account of a partnership obligation if a partner receives a prorated payment with all other creditors of the partnership of the same class.

Exception for current services

85(4)       Subsections (1) and (2) do not prohibit a payment made as reasonable compensation for current services provided by a partner to the 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.

Determination of prohibited distribution

85(5)       A Manitoba 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.

Recovery of prohibited distributions

86(1)       A partner in a Manitoba limited liability partnership who receives a distribution in contravention of section 85 is liable to the partnership for the lesser of

(a) the value of the property received by the partner; and

(b) the amount necessary to discharge the partnership obligations that existed at the time of the distribution.

Authorizing partner jointly and severally liable

86(2)       A partner in a Manitoba limited liability partnership who authorizes a distribution in contravention of section 85 is jointly and severally liable to the partnership for any amount for which a recipient is liable under subsection (1), to the extent that the amount is not recovered from the recipient.

Parties who may institute recovery proceedings

86(3)       Proceedings to enforce a liability under this section may be brought by the Manitoba limited liability partnership, any partner in the partnership or any person to whom the partnership was obligated at the time of the distribution to which the liability relates.

Limitation period

86(4)       No proceedings to enforce a liability under this section shall be commenced later than two years after the date of the distribution to which the liability relates.

Dissolution of partnership

87(1)       After the dissolution of a Manitoba limited liability partnership, the partnership maintains its status as a Manitoba limited liability partnership while its affairs are being wound up.

Deemed dissolution and winding up

87(2)       For the purposes of this section and subsection 85(1), a Manitoba limited liability partnership is deemed to have dissolved and to be winding up its affairs if

(a) it ceases to carry on business; or

(b) it is dissolved under any of sections 35 to 38.

Application to court for supervision order

87(3)       When a Manitoba limited liability partnership has dissolved and its affairs are being wound up, the court may, on the application of any interested person, make any order respecting the partnership that could be made respecting a corporation under subsection 204(8) of The Corporations Act.

Regulations

88(1)       The Lieutenant Governor in Council may make regulations

(a) authorizing a profession that meets the requirements of clauses 69(1)(a) and (c) to be practised in limited liability partnerships;

(b) respecting the minimum amount of liability insurance that limited liability partnerships practising particular professions must maintain.

Notice to governing professional body

88(2)       The Lieutenant Governor in Council shall not make a regulation under clause (1)(b) in relation to a profession unless

(a) the minister appointed by the Lieutenant Governor in Council to administer this Act considers that the minimum amount of liability insurance required by the profession's governing body does not provide sufficient protection for clients of limited liability partnerships;

(b) the minister requests the governing body in writing to increase the minimum amount within a specified time; and

(c) the governing body does not increase the minimum amount.

Regulation re insurance takes precedence

88(3)       A regulation made under clause (1)(b) takes precedence over a rule, by-law or other requirement of a professional governing body respecting the minimum amount of liability insurance required for limited liability partnerships.

PART 2

THE BUSINESS NAMES REGISTRATION ACT

C.C.S.M. c. B110 amended

6           The Business Names Registration Act is amended by this Part.

7           The definition "partnership" in section 1 is amended by adding "and a limited liability partnership to which reference is made in Part III of that Act" after "Act".

8           Subsection 2(2) is replaced with the following:

Exemption of certain professionals

2(2)        Subection (1) does not apply to a person practising a profession if the profession and the right to practise it are regulated by a governing body under an Act of the Legislature and the person practises

(a) alone; or

(b) in a partnership, other than a limited liability partnership that the person wishes to have the status of a Manitoba limited liability partnership or extra-provincial limited liability partnership within the meaning of Part III of The Partnership Act.

9           The following is added after section 8:

Registration of Manitoba limited liability partnerships

8.1(1)      A declaration to register as a Manitoba limited liability partnership shall be in a form acceptable to the Director and shall include

(a) the name of the partnership;

(b) a description of the profession the partners practise;

(c) the name and residential address in Manitoba of the Manitoba-resident partner who the partnership designates as its representative with respect to matters relating to the partnership;

(d) the address of the registered office of the partnership in Manitoba;

(e) the separate post office box, if any, designated as the partnership's Manitoba address for service by mail;

(f) a statement, from a person who is authorized by the governing body of the profession to provide it, certifying

(i) that the partnership and the partners meet all the applicable eligibility requirements for practice as a limited liability partnership that are imposed under the Act that regulates the profession, and

(ii) that the partners have liability insurance in the form and amount that the governing body requires, as provided for in clause 69(1)(c) of The Partnership Act or in regulations under that Act; and

(g) any other information required by the regulations under this Act.

Registration of extra-provincial limited liability partnerships

8.1(2)      A declaration to register as an extra-provincial limited liability partnership shall be in a form acceptable to the Director and shall include

(a) the name of the partnership;

(b) a description of the profession the partners practise;

(c) the name and residential address in Manitoba of the Manitoba-resident partner who the partnership designates as its representative with respect to matters relating to the partnership;

(d) the name of the governing jurisdiction of the partnership, as defined in Part III of The Partnership Act;

(e) the address of the registered office of the partnership in Manitoba;

(f) the separate post office box, if any, designated as the partnership's Manitoba address for service by mail;

(g) evidence satisfactory to the Director of the partnership's status as a limited liability partnership under the laws of the governing jurisdiction;

(h) a statement, from a person who is authorized by the governing body of the profession to provide it, certifying

(i) that the partnership and the partners meet all the applicable eligibility requirements for practice as a limited liability partnership that are imposed under the Act that regulates the profession, and

(ii) that the Manitoba partners have liability insurance in the form and amount that the governing body requires, as provided for in clause 69(1)(c) of The Partnership Act or in regulations under that Act; and

(i) any other information required by the regulations under this Act.

Registration

8.1(3)       If after receiving a declaration the Director is satisfied that the Manitoba limited liability partnership or extra-provincial limited liability partnership meets the requirements of this Act and the regulations, the Director shall register the limited liability partnership.

Term of registration

8.1(4)      A registration or a renewal of a registration under this section expires at the end of three years from the date of the registration or renewal, as the case may be.  This is subject to subsection (6).

Renewal of registration

8.1(5)      The registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership may be renewed by registering, on or before the expiry date of the registration, or on or before the expiration of six months from that date, a renewal declaration in the form and containing the information that the Director requires.

Late renewals

8.1(6)      When a renewal declaration is registered after the expiry date of the registration but on or before six months from that date, the expired registration is deemed to have been renewed on the registration date of the renewal declaration to all intents and purposes as if it had been renewed before the expiry.

Effect of expiration

8.1(7)      The expiration of the registration of a Manitoba limited liability partnership affects only its registration as a limited liability partnership and does not dissolve the partnership.

Notice of changes — Manitoba

8.1(8)      A Manitoba limited liability partnership shall, within 30 days after any change in the information mentioned in clauses (1)(a) to (g), file with the Director a declaration in a form acceptable to the Director stating the change and the effective date of the change.

Notice of changes — extra-provincial

8.1(9)      An extra-provincial limited liability partnership shall, within 30 days after any change in the information mentioned in clauses (2)(a) to (i), file with the Director a declaration in a form acceptable to the Director stating the change and the effective date of the change.

Change in partners does not affect registration

8.1(10)     The registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership is not adversely affected by a change in the partners.

Holding out after expiration or cancellation

8.2(1)      No partner or partnership shall continue to hold the partnership out as being a Manitoba limited liability partnership or an extra-provincial limited liability partnership after the expiration or cancellation of registration.

Holding out without being registered

8.2(2)      No person shall hold himself or herself out as carrying on business as a Manitoba limited liability partnership or an extra-provincial limited liability partnership, or as a partner in such a partnership, unless the partnership is registered in Manitoba as such.

Offence and penalty

8.2(3)      A person who contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine of not more than $5,000.

10          Section 13 is amended by striking out "corporation" and substituting "body corporate".

11          Subsection 14(1) is amended by adding the following after clause (e):

(e.1) cancelling the registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership;

12          The following is added after subsection 17(2):

Cancellation of registration — LLPs

17(3)       Without limiting the generality of subsections (1) and (2), the Director may cancel the registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership if

(a) the partnership files with the Director a request in a form acceptable to the Director that the registration be cancelled; or

(b) the Director receives a notice

(i) from a person who is authorized by the governing body of the applicable profession in Manitoba to provide the notice, stating that

(A) the partnership or one or more of the partners no longer meets all the applicable eligibility requirements for practice as a limited liability partnership that are imposed under the Act regulating the profession, or

(B) one or more of the partners no longer has liability insurance in the form and amount that the governing body requires, as provided for in clause 69(1)(c) of The Partnership Act or in regulations under that Act, or

(ii) from the regulatory official or body in an extra-provincial limited liability partnership's governing jurisdiction, stating that

(A) the partnership no longer has the status of a limited liability partnership in that jurisdiction, or

(B) one or more of the partners no longer has liability insurance in the form and amount that the governing body requires, as provided for in clause 69(1)(c) of The Partnership Act or in regulations under that Act.

Notice of cancellation — LLPs

17(4)       Before cancelling the registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership under subsection (1) or (2) or clause (3)(b), the Director shall

(a) give the limited liability partnership at least 30 days notice of the intended cancellation; and

(b) publish notice of the intended cancellation in the manner set out in the regulations.

Remedying default

17(5)       The Director shall not cancel the registration if the Manitoba limited liability partnership or extra-provincial limited liability partnership remedies the default before the expiration of the period mentioned in the notice.

Effect of cancellation — Manitoba

17(6)       Cancellation of the registration of a Manitoba limited liability partnership affects only its registration as a limited liability partnership and does not dissolve the partnership.

13          Section 18 is amended by adding the following after clause (f):

(g) respecting the imposition of terms on the registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership, including authorizing the Director to impose terms.

PART 3

CONSEQUENTIAL AMENDMENTS

Consequential amendments, C.C.S.M. c. C46

14(1)       The Certified General Accountants Act is amended by this section.

14(2)       Section 1 is amended by adding the following definition in alphabetical order:

"limited liability partnership" means a limited liability partnership within the meaning of The Partnership Act; (« société à responsabilité limitée »)

14(3)       Clause 6(1)(hh) is amended by adding ", including requiring members and professional corporations that practise in limited liability partnerships to maintain a minimum amount of liability insurance, as defined in Part III of The Partnership Act" after "corporations".

14(4)       Clause 11.2(b) is amended by adding "or limited liability" after "general".

14(5)       The following is added after section 11.9:

Limited liability partnerships

11.10       For the purposes of clause 69(1)(b) of The Partnership Act, members and professional corporations are authorized to form limited liability partnerships to practise public accounting as certified general accountants.

Consequential amendments, C.C.S.M. c. C70

15(1)       The Chartered Accountants Act is amended by this section.

15(2)       Section 1.1 is amended by adding the following definition in alphabetical order:

"limited liability partnership" means a limited liability partnership within the meaning of The Partnership Act; (« société à responsabilité limitée »)

15(3)       Clause 8(2)(d) is amended by adding ", including requiring members and professional corporations that practise in limited liability partnerships to maintain a minimum amount of liability insurance, as defined in Part III of The Partnership Act" after "corporations".

15(4)       Clause 27(b) is amended by adding "or limited liability" after "general".

15(5)       The following is added after section 34:

Limited liability partnerships

35          For the purposes of clause 69(1)(b) of The Partnership Act, members of the institute and professional corporations are authorized to form limited liability partnerships to practise public accounting as chartered accountants.

Consequential amendments, C.C.S.M. c. L100

16(1)       The Law Society Act is amended by this section.

16(2)       Section 1 is amended by adding the following definition in alphabetical order:

"limited liability partnership" means a limited liability partnership within the meaning of The Partnership Act; (« société à responsabilité limitée »)

16(3)       Section 36 is amended by adding the following after clause (ii):

(jj) make rules requiring barristers, solicitors and law corporations that practise in limited liability partnerships to maintain a minimum amount of liability insurance, as defined in Part III of The Partnership Act.

16(4)       The following is added after section 42.3:

Limited liability partnerships

42.4        For the purposes of clause 69(1)(b) of The Partnership Act, barristers, solicitors and law corporations are authorized to form limited liability partnerships to practise law.

16(5)       Subsection 61.2(2) is amended in the part before clause (a) by adding "or limited liability" after "general".

PART 4

TRANSITIONAL PROVISIONS AND COMING INTO FORCE

Transitional: extra-provincial limited liability partnerships

17(1)       This section applies to a partnership that, on the day this section comes into force, has the status of a limited liability partnership under the laws of a jurisdiction outside Manitoba and is carrying on business in Manitoba.

Registration within 30 days after coming into force

17(2)       If a partnership registers as an extra-provincial limited liability partnership under The Business Names Registration Act within 30 days after the day on which this section comes into force, section 78 of The Partnership Act, as enacted by section 5 of this Act, is deemed not to apply to the partnership from the day this section comes into force until the day it registers.

Coming into force

18          This Act comes into force on a day fixed by proclamation.