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The Partnership Act

C.C.S.M. c. P30

The Partnership Act

1 (1) Definitions
(2) Interpretation
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
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
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