C.C.S.M. c. P30
The Partnership Act
| Back to the Act | Bilingual (PDF) |
| 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 |