.png){kind=small}
C.C.S.M. c. P30
The Partnership Act
| 1 | (1) | Definitions |
| (2) | Interpretation | |
| PART I | ||
| PARTNERSHIP GENERALLY | ||
| 2 | (1) | Application of Part I |
| (2) | Saving for rules of equity and common law | |
| 3 | Meaning of partnership | |
| 4 | Rules for determining existence of partnership | |
| 5 | Postponement of rights of lender or seller in case of insolvency | |
| 6 | Meaning of firm | |
| 7 | Firm may be partner | |
| 8 | Power of partner to bind the firm | |
| 9 | Partners bound by acts on behalf of firm | |
| 10 | Partner using credit of firm for private purposes | |
| 11 | Effect of notice that firm will not be bound by acts of partner | |
| 12 | Liability of partners | |
| 13 | Liability of the firm for wrongs | |
| 14 | Misapplication of money | |
| 15 | Liability for wrongs, joint and several | |
| 16 | Improper employment of trust property | |
| 17 | (1) | Persons liable by "holding out" |
| (2) | Continuing business after death of partner | |
| 18 | Admissions and representations of partners | |
| 19 | Notice to acting partners to be notice to the firm | |
| 20 | (1) | Liabilities of incoming and outgoing partners |
| (2) | Pre-retirement debts | |
| (3) | Discharge by agreement | |
| 21 | Revocation of continuing guaranty by change in firm | |
| 22 | Variation by consent of terms of partnership | |
| 23 | (1) | Partnership property |
| (2) | Land belonging to partnership | |
| (3) | Land not belonging to partnership | |
| 24 | Property bought with partnership money | |
| 25 | Conversion into personal estate of land held as partnership property | |
| 26 | (1) | Procedure against partnership property for separate judgment |
| (2) | Redemption of interest | |
| 27 | Rules as to interests and duties of partners | |
| 28 | Expulsion of partner | |
| 29 | (1) | Retiring from partnership at will |
| (2) | Notice of retirement | |
| 30 | (1) | Presumption where partnership for term is continued over |
| (2) | Presumption as to continuance | |
| 31 | Duties of partners to render accounts, etc. | |
| 32 | (1) | Accountability of partners for private profits |
| (2) | Further application of section | |
| 33 | Duty of partner not to compete with firm | |
| 34 | (1) | Rights of assignee of share in partnership |
| (2) | In case of dissolution | |
| 35 | (1) | Dissolution by expiration or notice |
| (2) | Date of dissolution | |
| 36 | (1) | Dissolution by bankruptcy, death or charge |
| (2) | Dissolution for debt of partner | |
| 37 | Dissolution by illegality of partnership | |
| 38 | Dissolution by the court | |
| 39 | (1) | Rights of persons dealing with firm changing membership |
| (2) | Form of notice | |
| (3) | Liability of estate of deceased partner | |
| 40 | Rights of partners to notify dissolution | |
| 41 | (1) | Continuing authority of partners for purposes of winding-up |
| (2) | Bankrupt partner without authority | |
| 42 | Rights of partners as to application of partnership property | |
| 43 | Apportionment of premium where partnership prematurely dissolved | |
| 44 | Rights where partnership dissolved for fraud or misrepresentation | |
| 45 | (1) | Rights of outgoing partner in certain cases |
| (2) | Option to purchase interest | |
| 46 | Retiring or deceased partner's share to be debt | |
| 47 | Rule for distribution of assets on final settlement of accounts | |
| 48 | Allegations not controvertible against any party signing | |
| 49 | (1) | If declaration not filed, action may be brought |
| (2) | Action on instrument naming partners | |
| 50 | Enforcement of judgments | |
| PART II | ||
| LIMITED PARTNERSHIPS | ||
| 51 | (1) | Application of Part II |
| (2) | Limited partnership may be formed | |
| (3) | Same person as general and limited partner | |
| (4) | Rights and liabilities | |
| 52 | Constitution of limited partnership | |
| 53 | General and limited partners, liability of | |
| 54 | (1) | General partners only to transact business, etc. |
| (2) | Onus of proof | |
| 55 | Partnership not formed until registered | |
| 56 | (1) | Declaration of continuance |
| (2) | Failure to renew | |
| 57 | Effect of change without registration | |
| 58 | (1) | Limited partnership name |
| (2) | Use of "Limited" in partnership name | |
| 59 | Liability of general partners as such | |
| 60 | (1) | Interest upon contribution of limited partner |
| (2) | Return of contribution | |
| (3) | Restrictions on return of contribution | |
| (4) | Form of returned contribution | |
| (5) | Dissolution of limited partnership | |
| (6) | Continuing liability | |
| 61 | When liable to refund | |
| 62 | Privileges of limited partners | |
| 63 | (1) | Loss of limited liability by a limited partner |
| (2) | Limitation | |
| (3) | When limited partnership not dissolved | |
| (4) | Winding-up | |
| (5) | Further characteristics of a limited partnership | |
| 64 | General partners liable to account | |
| 65 | Creditors preferred to limited partners | |
| 66 | No premature dissolution without notice | |
| PART III | ||
| LIMITED LIABILITY PARTNERSHIPS | ||
| 67 | Definitions | |
| 68 | Application of Part III | |
| 69 | (1) | Manitoba limited liability partnerships |
| (2) | Authority to require liability insurance | |
| (3) | Limited partnerships not eligible | |
| (4) | Effective date and period of status | |
| 70 | Effect of registration | |
| 71 | Notice to clients | |
| 72 | (1) | Registered office must be in Manitoba |
| (2) | Location of registered office | |
| (3) | Access to registered office | |
| (4) | Address for service by mail | |
| 73 | Partnership list | |
| 74 | (1) | Name |
| (2) | Use of registered name only | |
| 75 | (1) | Limited liability of partners in a Manitoba limited liability partnership |
| (2) | Exceptions to protection under subsection (1) | |
| (3) | Limitation of action | |
| (4) | Interest in partnership property not protected | |
| (5) | Previous obligations | |
| 76 | (1) | Service |
| (2) | Deemed time of receipt | |
| 77 | (1) | Extra-provincial limited liability partnerships |
| (2) | Effective date and period of status | |
| 78 | Non-registered status | |
| 79 | (1) | Notice to clients |
| (2) | Subsequent notice to clients | |
| 80 | (1) | Registered office in Manitoba |
| (2) | Location of registered office | |
| (3) | Access to registered office | |
| (4) | Address for service by mail | |
| 81 | Partnership list | |
| 82 | (1) | Name |
| (2) | Use of registered name only | |
| 83 | (1) | Service |
| (2) | Deemed time of receipt | |
| 84 | (1) | Law of governing jurisdiction applies |
| (2) | Manitoba partner's own acts and omissions | |
| (3) | Extent of Manitoba partner's liability | |
| (4) | Debts to which subsection (3) applies | |
| 85 | (1) | Restrictions on distribution of partnership property |
| (2) | Distribution other than in winding up | |
| (3) | Exception re subsection (1) | |
| (4) | Exception for current services | |
| (5) | Determination of prohibited distribution | |
| 86 | (1) | Recovery of prohibited distributions |
| (2) | Authorizing partner jointly and severally liable | |
| (3) | Parties who may institute recovery proceedings | |
| (4) | Limitation period | |
| 87 | (1) | Dissolution of partnership |
| (2) | Deemed dissolution and winding up | |
| (3) | Application to court for supervision order | |
| 88 | (1) | Regulations |
| (2) | Notice to governing professional body | |
| (3) | Regulation re insurance takes precedence | |