Section 1 definition of "registrar" BEFORE amended by 2003-70-229, effective March 29, 2004 (BC Reg 64/2004).
"registrar" means the registrar of companies appointed under the Company Act;
Section 1 definitions of "business", "general partnership", Governing jurisdiction" and "sole proprietorship" were added by 2012-12-80(a), effective May 14, 2012 (Royal Assent).
Section 1 definitions of "business name" and "firm name" BEFORE amended by 2012-12-80(b), effective May 14, 2012 (Royal Assent).
"business name" means the name under which a business is carried on or is to be carried on and includes a firm name;
"firm name" means the style or name under which the business of a firm is carried on;
Section 4 (c) (i) BEFORE amended by 2016-5-44,Sch 6, effective March 10, 2016 (Royal Assent).
(i) the receipt by a person of a debt or other liquidated amount by installments or otherwise out of the accruing profits of a business does not of itself make him or her a partner in the business or liable as a partner,
Section 4 (c) BEFORE amended by 2023-10-752, effective March 30, 2023 (Royal Assent).
(c) the receipt by a person of a share of the profits of a business is proof in the absence of evidence to the contrary that he or she is a partner in the business, but the receipt of a share, or of a payment contingent on or varying with the profits of a business, does not of itself make him or her a partner in the business, and in particular
(i) the receipt by a person of a debt or other liquidated amount by instalments or otherwise out of the accruing profits of a business does not of itself make him or her a partner in the business or liable as a partner,
(ii) a contract for the remuneration of an employee or agent of a person engaged in a business by a share of the profits of the business does not of itself make the employee or agent a partner in the business or liable as a partner,
(iii) the spouse or child of a deceased partner who receives by way of annuity a portion of the profits made in the business in which the deceased person was a partner is not merely because of the receipt a partner in the business or liable as a partner,
(iv) the advance of money by way of loan to a person engaged or about to engage in a business, on a contract between that person and the lender under which the lender is to receive a rate of interest varying with the profits or is to receive a share of the profits arising from carrying on the business, does not of itself make the lender a partner with the person carrying on the business or liable as a partner, as long as the contract is in writing and signed by or on behalf of all the parties to it, and
(v) a person receiving by way of annuity or otherwise a portion of the profits of a business in consideration of the sale by him or her of the goodwill of the business is not, merely because of the receipt, a partner in the business or liable as a partner.
Section 5 BEFORE amended by 2023-10-753, effective March 30, 2023 (Royal Assent).
Creditors priorities after loan or sale of goodwill
5 If a person to whom money has been advanced by way of loan on a contract referred to in section 4, or if a buyer of a goodwill in consideration of a share of the profits of the business, is insolvent and enters into an arrangement to pay his or her creditors less than 100¢ on the dollar, or dies in insolvent circumstances, the lender of the loan is not entitled to recover anything in respect of his or her loan, and the seller of the goodwill is not entitled to recover anything in respect of the share of profits contracted for, until the claims of the other creditors of the borrower or buyer for valuable consideration in money or money's worth have been satisfied.
Section 6 BEFORE repealed by 2012-12-82, effective May 14, 2012 (Royal Assent).
Definitions
6 In this Part:
"business" includes every trade, occupation or profession;
"court" includes every court and judge having jurisdiction in the case;
"partnership property" means property and rights and interests in property
(a) originally brought into the partnership stock,
(b) acquired, whether by purchase or otherwise, on account of the firm, or
(c) acquired for the purposes and in the course of the partnership business.
Section 7 (2) BEFORE amended by 2023-10-754, effective March 30, 2023 (Royal Assent).
(2) The acts of every partner who does any act for carrying on in the usual way business of the kind carried on by the firm of which he or she is a member bind the firm and his or her partners, unless
(a) the partner so acting has in fact no authority to act for the firm in the particular matter, and
(b) the person with whom he or she is dealing either knows that the partner has no authority, or does not know or believe him or her to be a partner.
Section 11 BEFORE amended by 2023-10-755, effective March 30, 2023 (Royal Assent).
Liability of partners for firm debts
11 A partner in a firm is liable jointly with the other partners for all debts and obligations of the firm incurred while he or she is a partner, and after his or her death his or her estate is also severally liable in a due course of administration for those debts and obligations, so far as they remain unsatisfied, but subject to the prior payment of his or her separate debts.
Section 12 BEFORE amended by 2023-10-756, effective March 30, 2023 (Royal Assent).
Liability of firm
12 If, by any wrongful act or omission of any partner acting in the ordinary course of the business of the firm or with the authority of his or her partners, loss or injury is caused to any person who is not a partner in the firm or any penalty is incurred, the firm is liable for that loss, injury or penalty to the same extent as the partner so acting or omitting to act.
Section 13 (a) BEFORE amended by 2023-10-757, effective March 30, 2023 (Royal Assent).
(a) if one partner acting within the scope of his or her apparent authority receives the money or property of a third person and misapplies it;
Section 15 (2) BEFORE amended by 2023-10-756, effective March 30, 2023 (Royal Assent).
(2) This section does not affect any liability that is incurred by any partner because of his or her having notice of a breach of trust.
Section 16 (1) and (3) BEFORE amended by 2023-10-759, effective March 30, 2023 (Royal Assent).
(1) A person who, by words spoken or written, or by conduct, represents himself or herself, or who knowingly allows himself or herself to be represented, as a partner in a particular firm is liable as a partner to any one who has, on the faith of any such representation, given credit to the firm.
(3) If, after a partner's death, the partnership business is continued in the old firm name, the continued use of that name, or of the deceased partner's name, as part of it does not of itself make his or her executor's or administrator's estate or effects liable for any partnership debts contracted after his or her death.
Section 19 (1) and (2) BEFORE amended by 2023-10-760, effective March 30, 2023 (Royal Assent).
(1) A person who is admitted as a partner into an existing firm does not become liable to the creditors of the firm for anything done before he or she became a partner.
(2) A partner who retires from a firm does not cease to be liable for partnership debts or obligations incurred before his or her retirement.
Section 25 BEFORE amended by 2023-10-761, effective March 30, 2023 (Royal Assent).
Partnership property treated as personalty
25 If land or any heritable interest in it has become partnership property, it must, unless the contrary intention appears, be treated as between the partners, including the representative of a deceased partner, and also as between the heirs of a deceased partner and his or her executors or administrators, as personal or movable and not real or heritable estate.
Section 26 (2) (b) BEFORE amended by 2023-10-762, effective March 30, 2023 (Royal Assent).
(b) by the same or a subsequent order appoint a receiver of that partner's share of profits, whether already declared or accruing, and of any other money that may be coming to him or her in respect of the partnership, and direct all accounts and inquiries, and give all other orders and directions that might have been directed or given if the charge had been made in favour of the judgment creditor by the partner, or that the circumstances of the case may require.
Section 27 (j) BEFORE amended by 2011-25-481,Sch, effective March 18, 2013 (BC Reg 131/2012).
(j) a partner may refer a difference concerning the interpretation or application of the partnership agreement to arbitration for a final and binding decision under the Commercial Arbitration Act.
Section 27 (b) to (d) and (i) BEFORE amended by 2023-10-763, effective March 30, 2023 (Royal Assent).
(b) the firm must indemnify every partner in respect of payments made and personal liabilities incurred by him or her
(i) in the ordinary and proper conduct of the business of the firm, or
(ii) in or about anything necessarily done for the preservation of the business or property of the firm;
(c) a partner making, for the purpose of the partnership, any actual payment or advance beyond the amount of capital that he or she has agreed to subscribe is entitled to interest at a fair rate from the date of the payment or advance;
(d) a partner is not entitled, before the ascertainment of profits, to interest on the capital subscribed by him or her;
(i) the partnership books are to be kept at the place of business of the partnership, or the principal place, if there is more than one, and every partner may, when he or she thinks fit, have access to and inspect and copy any of them;
Section 29 (1) BEFORE amended by 2023-10-764, effective March 30, 2023 (Royal Assent).
(1) If no set term has been agreed on for the duration of the partnership, any partner may end the partnership at any time on giving notice to all the other partners of his or her intention to do so.
Section 34 (3) BEFORE amended by 2023-10-766, effective March 30, 2023 (Royal Assent).
(3) The assignee may enforce his or her rights under subsection (2) against the assigning partner, the other partners, or both.
Section 35 (1) (c) BEFORE amended by 2023-10-764, effective March 30, 2023 (Royal Assent).
(c) if entered into for an undefined time, by any partner giving notice to the other or others of his or her intention to dissolve the partnership.
Section 38 (1) (a), (b) and (d) BEFORE amended by 2023-10-767, effective March 30, 2023 (Royal Assent).
(a) if a partner is declared under the Patients Property Act to be incapable of managing his or her affairs or if it is shown that a partner is, because of mental infirmity, incapable of discharging his or her duties as a partner;
(b) when a partner, other than the partner suing, becomes in any other way permanently incapable of performing his or her part of the partnership contract;
(d) when a partner, other than the partner suing, wilfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself or herself in matters relating to the partnership business that it is not reasonably practicable for the other partner or partners to carry on the business in partnership with him or her;
Section 40 BEFORE amended by 2023-10-768, effective March 30, 2023 (Royal Assent).
Dissolution
40 On the dissolution of a partnership or the retirement of a partner, any partner may publicly notify the other partners or the retiring partner and may require the other partner or partners to concur for that purpose in all necessary or proper acts, if any, that cannot be done without his, her or their concurrence.
Section 41 (3) BEFORE amended by 2023-10-769, effective March 30, 2023 (Royal Assent).
(3) Subsection (2) does not affect the liability of any person who has after the insolvency represented himself or herself or knowingly allowed himself or herself to be represented as a partner of the insolvent.
Section 44 (a) and (b) BEFORE amended by 2023-10-770, effective March 30, 2023 (Royal Assent).
(a) to a lien on, or a right to retention of, the surplus of the partnership assets, after satisfying the partnership liabilities, for any sum of money paid by him or her for the purchase of a share in the partnership and for any capital contributed by him or her,
(b) to stand in the place of the creditors of the firm for any payments made by him or her in respect of the partnership liabilities, and
Section 45 BEFORE amended by 2023-10-771, effective March 30, 2023 (Royal Assent).
Rights where partnership dissolved by death or retirement
45 (1) Subject to (3), if any member of a firm has died or otherwise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or his or her estate, then, in the absence of any agreement to the contrary, the outgoing partner or the estate is entitled, at the option of himself or herself or his or her representatives, to
(a) the share of the profits made since the dissolution that the court may find to be attributable to the use of his or her share of the partnership assets, or
(b) interest at a fair rate on the amount of his or her share of the partnership assets.
(2) If, by the partnership contract, an option is given to surviving or continuing partners to purchase the interest of a deceased or outgoing partner and that option is exercised, the estate of the deceased partner, or the outgoing partner or his or her estate is not entitled to any further or other share of profits.
(3) If any partner, assuming to act in exercise of an option referred to in this section, does not in all material respects comply with the terms of it, he or she is liable to account under this section.
Section 45 BEFORE amended by 2023-10-771, effective March 30, 2023 (Royal Assent).
Rights where partnership dissolved by death or retirement
45 (1) Subject to and (3), if any member of a firm has died or otherwise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or his or her estate, then, in the absence of any agreement to the contrary, the outgoing partner or the estate is entitled, at the option of himself or herself or his or her representatives, to
(a) the share of the profits made since the dissolution that the court may find to be attributable to the use of his or her share of the partnership assets, or
(b) interest at a fair rate on the amount of his or her share of the partnership assets.
(2) If, by the partnership contract, an option is given to surviving or continuing partners to purchase the interest of a deceased or outgoing partner and that option is exercised, the estate of the deceased partner, or the outgoing partner or his or her estate is not entitled to any further or other share of profits.
(3) If any partner, assuming to act in exercise of an option referred to in this section, does not in all material respects comply with the terms of it, he or she is liable to account under this section.
Section 51 (2) (e) BEFORE amended by BC Reg 343/06 under RS1996-440-12, effective December 4, 2006 (BC Reg 343/2006).
(e) the aggregate amount of cash and the nature and fair value of any other property to be contributed by all of the limited partners;
Section 51 (2) (part) BEFORE amended by 2012-12-83(a), effective December 14, 2018 (BC Reg 15/2018).
Section 51 (2) (a) BEFORE amended by 2012-12-83(b), effective December 14, 2018 (BC Reg 15/2018).
(a) the business name under which the limited partnership is to be conducted;
Section 51 (4) (b) and (f) BEFORE amended by 2023-10-772, effective March 30, 2023 (Royal Assent).
(b) the right of a limited partner to substitute an assignee as contributor in his or her place, and the terms and conditions of the substitution;
(f) the right of a limited partner to demand and receive property other than cash in return for his contribution;
Section 52 (2) BEFORE amended by 2023-10-773, effective March 30, 2023 (Royal Assent).
(2) A person who is at the same time a general partner and a limited partner has the same rights and powers and is subject to the same restrictions as a general partner but in respect of the person's contribution as a limited partner, the person has the rights against the other partners that the person would have had if he or she were not also a general partner.
Section 53 (1) BEFORE amended by 2012-12-84, effective May 14, 2012 (Royal Assent).
(1) The business name of each limited partnership must end with the words "Limited Partnership" in full or the French language equivalent.
Section 54 (5) BEFORE repealed by 2012-12-85, effective December 14, 2018 (BC Reg 15/2018).
(5) A limited partnership must give notice in writing to the registrar
(a) of the location of the registered office at the time the certificate is filed under section 51 (1), and
(b) promptly, of every change in the location of the registered office.
Section 59 (1) (b) BEFORE amended by 2023-10-775, effective March 30, 2023 (Royal Assent).
(b) to have his or her contribution to the limited partnership returned.
Section 62 (1) to (4) BEFORE amended by 2023-10-776, effective March 30, 2023 (Royal Assent).
(1) A limited partner is not entitled to receive from a general partner or out of the limited partnership property any part of his or her contribution until
(a) all liabilities of the limited partnership, excepting liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains sufficient limited partnership property to pay them,
(b) the consent of all partners is obtained, unless the return of the contribution may be rightfully demanded under , and
(c) the certificate is cancelled or amended to reflect the withdrawal or reduction.
(2) Subject to subsection (1), a limited partner may rightfully demand the return of his or her contribution
(a) on the dissolution of the limited partnership,
(b) when the time specified in the certificate for its return has arrived, or
(c) after he or she has given 6 months' notice in writing to all other partners, if no time is specified in the certificate either for the return of the contribution or for the dissolution of the limited partnership.
(3) A limited partner has, despite the nature of his or her contribution, only the right to demand and receive cash in return for it, unless
(a) there is a statement to the contrary in the certificate, or
(b) all the partners consent to some other manner of returning the contribution.
(4) A limited partner is entitled to have the limited partnership and its affairs wound up if
(a) the limited partner rightfully but unsuccessfully demands the return of his or her contribution, or
(b) the other liabilities of the limited partnership have not been paid, or the limited partnership property is insufficient for their payment as required by subsection (1) (a), and the limited partner seeking dissolution would otherwise be entitled to the return of his or her contribution.
Section 63 (1), (2) and (5) BEFORE amended by 2023-10-777, effective March 30, 2023 (Royal Assent).
(1) A limited partner is liable to the limited partnership
(a) for the difference, if any, between the amount of his or her contribution as actually made and the amount stated in the certificate as having been made, and
(b) for any unpaid contribution that he or she agreed in the certificate to make in the future at the time and on the conditions, if any, stated in the certificate.
(2) A limited partner holds as trustee for the limited partnership
(a) specific property stated in the certificate as contributed by him or her but that has not in fact been contributed or that has been wrongfully returned, and
(b) money or other property wrongfully paid or conveyed to him or her on account of his or her contribution.
(5) If a limited partner has rightfully received the return, in whole or in part, of the capital of his or her contribution, he or she is nevertheless liable to the limited partnership for any sum, not in excess of that return with interest, necessary to discharge the limited partnership's liabilities to all creditors who extended credit or whose claims otherwise arose before the return.
Section 66 (1) to (3) BEFORE amended by 2023-10-779, effective March 30, 2023 (Royal Assent).
(1) A limited partner must not assign his or her interest, in whole or in part, in the limited partnership unless
(a) all the limited partners and all the general partners consent or the partnership agreement permits it, and
(b) the assignment is made in accordance with the terms of the consent or partnership agreement.
(2) An assignee of the interest, in whole or in part, of a limited partner does not become a limited partner in the limited partnership until his or her ownership of the assigned interest is entered in the register referred to in section 54 (2) (a), and until so entered he or she has none of the rights of a limited partner exercisable against the partnership or against any of the partners other than the assignor.
(3) Subject to subsection (4), on becoming a limited partner, an assignee acquires the rights and powers and is subject to all the restrictions and liabilities that his or her assignor had in respect of the assigned interest immediately before the assignment.
Section 68 (2) BEFORE amended by 2023-10-780, effective March 30, 2023 (Royal Assent).
(2) The estate of a deceased limited partner is liable for all his or her liabilities as a limited partner.
Section 70 (1) (a) BEFORE amended by 2012-12-86, effective May 14, 2012 (Royal Assent).
(a) there is a change in the name of the limited partnership or in the amount or character of the contributions of limited partners not provided for in the certificate;
Section 70 (2) BEFORE amended by 2012-12-87(b), effective December 14, 2018 (BC Reg 15/2018).
(2) An amendment to a certificate with respect to matters referred to in subsection (1) or section 51 (2), (3) or (4) is not effective until a revised form of certificate incorporating the amendment and certified as correct under subsection (3) of this section is filed with the registrar.
Section 74 (a) and (b) BEFORE amended by 2023-10-781, effective March 30, 2023 (Royal Assent).
(a) knew when he or she signed the certificate that the statement relied on was false, or
(b) became aware, subsequent to the time when he or she signed the certificate, but within a sufficient time before the false statement was relied on to enable him or her to have the certificate cancelled or amended and failed to promptly have the certificate cancelled or amended.
Section 75 BEFORE re-enacted by 2023-10-782, effective March 30, 2023 (Royal Assent).
Liability of person mistakenly believing he or she is a limited partner
75 A person who contributes to the capital of a business conducted by a person or partnership mistakenly believing that he or she has become a limited partner in a limited partnership
(a) is not, by exercising the rights of a limited partner, a general partner with the person or in the partnership carrying on the business, and
(b) is not bound by the obligations of the person or partnership carrying on the business
if, on ascertaining the mistaken nature of his or her belief, he or she promptly renounces his or her interest in the profits or other compensation by way of income from the business.
Section 78 (1) BEFORE amended by 2023-10-783(a), effective March 30, 2023 (Royal Assent).
(1) A general or proposed general partner or limited or proposed limited partner may give written authority to a person to execute on his or her behalf a document under this Part.
Section 78 (3) (a) BEFORE amended by 2023-10-783(b), effective March 30, 2023 (Royal Assent).
(a) that general partner is conclusively deemed to have the authority under which he or she purports to act, and
Section 79 (1) BEFORE amended by 2004-38-1, effective January 17, 2005 (BC Reg 535/2004).
(1) A limited partnership in existence on or before November 24, 1978 may become a limited partnership under this Part on registration of a certificate under section 51 on or after November 24, 1978 if the certificate states
Section 80 (3) BEFORE amended by 2008-39-71, effective April 27, 2009 [coming into force of AB Reg 105/09 (BC Reg 90/09 as amended by BC Reg 130/09)].
(3) A limited partnership registered under this section has rights and privileges the same as but no greater than, and is subject to the same duties, restrictions, penalties and liabilities as are imposed on, a limited partnership formed under section 51.
Section 80 (2) BEFORE amended by 2012-12-88(a), effective December 14, 2018 (BC Reg 15/2018).
(2) If persons form a limited partnership in and under the laws of a place outside British Columbia, the name under which they carry on business must not be registered unless
(a) the place is designated by the Lieutenant Governor in Council, and
(b) they file with the registrar, in addition to a declaration in prescribed form,
(i) a true copy of the original certificate of limited partnership or equivalent document and of all amendments to it verified by the proper authority of the jurisdiction in which the limited partnership was formed,
(ii) evidence to the satisfaction of the registrar that the limited partnership still exists as a limited partnership in the jurisdiction where it was formed,
(iii) the full names and residential addresses of the general partners, and
(iv) a notice of the location of the registered office required by section 54.
Part 4 heading BEFORE amended by 2012-12-89, effective May 14, 2012 (Royal Assent).
Part 4 — Registration of General Partnerships and Proprietorships
Section 81 BEFORE re-enacted by 2002-17-5, effective May 10, 2002 (BC Reg 94/2002).
Duty of general partnership to file declaration
81 (1) All persons associated in partnership for trading, manufacturing or mining purposes must cause to be filed with the registrar, a declaration in the prescribed form.
(2) If, however, any of the said members are absent from the place where they carry on or intend to carry on business at the time of making the declaration, then
(a) the declaration must be signed by the members present in their own names and also for the absent members, under their written authority to that effect, and
(b) that written authority must be at the same time filed with the registrar and annexed to the declaration.
(3) Despite subsections (1) and (2), a person may submit the declaration or written authority by sending the prescribed information by electronic means to an address provided by the registrar.
(4) If the declaration provided in accordance with subsection (1) is satisfactory to the registrar and the prescribed fee is paid, the registrar must
(a) make and file a paper copy of the declaration, and
(b) acknowledge receipt of the declaration, and the date it was filed, by sending an acknowledgment by mail, fax or electronic means to the person who submitted it.
Section 81 (1) and (3) BEFORE amended by 2004-38-2, effective January 17, 2005 (BC Reg 535/2004).
(1) All persons associated in partnership for trading, manufacturing or mining purposes must cause to be filed with the registrar a registration statement.
(3) If a registration statement submitted to the registrar for filing under subsection (2) is satisfactory to the registrar and the prescribed fee is paid, the registrar must
Section 81 (1) BEFORE amended by 2008-39-72, effective April 27, 2009 [coming into force of AB Reg 105/09 (BC Reg 90/09 as amended by BC Reg 130/09)].
(1) All persons associated in partnership for trading, manufacturing or mining purposes must, unless the firm has been registered as a limited liability partnership under Part 6, cause to be filed with the registrar a registration statement in the form established by the registrar.
Section 81 (3) (c) BEFORE amended by 2016-5-39,Sch 1, effective March 10, 2016 (Royal Assent).
(c) acknowledge receipt and filing of the registration statement, and the date it was filed, by sending an acknowledgment by mail, fax or electronic means to the person who submitted the registration statement for filing.
Section 81 (1) BEFORE amended by 2012-12-91(a), effective December 14, 2018 (BC Reg 15/2018).
(1) All persons associated in partnership for trading, manufacturing or mining purposes must, unless the firm has been registered as a limited liability partnership under Part 6, cause to be filed with the registrar a registration statement.
Section 81 (2) BEFORE amended by 2012-12-91(b), effective December 14, 2018 (BC Reg 15/2018).
(2) Any person who has received the approval of all of the partners of a firm to do so may, on behalf of the partners, submit, in the prescribed manner, a registration statement to the registrar for filing in relation to the firm.
Section 82 BEFORE amended by 2002-17-6, effective May 10, 2002 (BC Reg 94/2002).
82 The declaration must be filed within 3 months after the formation of the firm and must be accompanied by the prescribed fee.
Section 82 BEFORE amended by 2004-38-3, effective January 17, 2005 (BC Reg 535/2004).
82 The registration statement must be filed within 3 months after the formation of the firm and must be accompanied by the prescribed fee.
Section 83 (1) and (2) BEFORE amended by 2002-17-7, effective May 10, 2002 (BC Reg 94/2002).
(1 ) A similar declaration must in a similar manner be filed when and so often as any change or alteration takes place in the membership of the firm or in the firm name.
(2) Every new declaration must state the alteration in the membership of firm or in the firm name.
Section 83 (3) BEFORE repealed by 2002-17-7, effective May 10, 2002 (BC Reg 94/2002).
(3) Section 81 (3) applies to this section.
Section 83 BEFORE re-enacted by 2012-12-92, effective December 14, 2018 (BC Reg 15/2018).
Registration statement must be filed on change and alteration of firm
83 (1) A similar registration statement must be filed when and so often as any change or alteration takes place in the membership of the firm or in the firm name.
(2) Every new registration statement filed under subsection (1) must reflect the alteration in the membership of the firm or in the firm name.
Section 84 BEFORE re-enacted by 2002-17-8, effective May 10, 2002 (BC Reg 94/2002).
Allegations in declaration not controvertible
84 The allegations made in declarations filed under sections 81 or 83 are not controvertible as against any party by any person who has signed them, or as against any party who is not a member of the firm by any person who has signed them, or who was really a member of the firm mentioned in them at the time the declarations were respectively made.
Section 85 (1) BEFORE repealed by 2002-17-9, effective May 10, 2002 (BC Reg 94/2002).
(1) Until a new declaration is made and filed by a signer or by his or her partners, or any of them, no signer is deemed to have ceased to be a partner.
Section 85 (2), (3) and (4) BEFORE amended by 2002-17-9, effective May 10, 2002 (BC Reg 94/2002).
(2) Nothing in this section exempts from liability any person who, being a partner, fails to declare that fact as required by sections 81 or 83.
(3) A person referred to in subsection (2), despite a failure to make a required declaration, may be sued jointly with the partners mentioned in the declaration, or they may be sued alone, and if judgment is recovered against them, any other partner or partners may be sued jointly or severally in an action on the original cause of action on which the judgment is rendered.
(4) Nothing in this Part is to be construed to affect the rights of any partners with regard to each other, except that a declaration under section 81 or 83 must not be controverted by any signer of it.
Section 86 (1) and (2) BEFORE amended by 2002-17-10, effective May 10, 2002 (BC Reg 94/2002).
(1) On the dissolution of a firm, any or all of the persons who composed the firm may sign a declaration certifying the dissolution of the firm.
(2) The declaration may be in the prescribed form.
Section 86 (3) BEFORE repealed by 2002-17-10, effective May 10, 2002 (BC Reg 94/2002).
(3) Section 81 (3) applies to this section.
Section 86 (1) BEFORE amended by 2012-12-93(a), effective December 14, 2018 (BC Reg 15/2018).
(1) On the dissolution of a firm, any or all of the persons who composed the firm may, in the prescribed manner, submit to the registrar for filing a notice advising the registrar of the dissolution of the firm.
Section 86 (2) BEFORE amended by 2012-12-93(b), effective December 14, 2018 (BC Reg 15/2018).
(2) A notice under subsection (1) must
(a) be in a form that is satisfactory to the registrar, or
(b) if the form of the notice is prescribed, be in the prescribed form.
Section 87 (1) BEFORE amended by 2002-17-11, effective May 10, 2002 (BC Reg 94/2002).
(1) If any persons are associated as partners for trading, manufacturing or mining purposes, and no declaration is filed under this Part with regard to that partnership, any action that might be brought against all the members of the firm may also be brought against any one or more of them, as carrying on or having carried on business jointly with others, without naming those others in the writ or other process, under the name and style of their partnership or firm.
Section 87 (1) BEFORE amended by 2012-12-94, effective May 14, 2012 (Royal Assent).
(1) If any persons are associated as partners for trading, manufacturing or mining purposes, and no registration statement is filed under this Part with regard to that partnership, any action that might be brought against all the members of the firm may also be brought against any one or more of them, as carrying on or having carried on business jointly with others, without naming those others in the writ or other process, under the name and style of their partnership or firm.
Section 88 (1) BEFORE amended by 2002-17-12, effective May 10, 2002 (BC Reg 94/2002).
(1) A person who is engaged in business for trading, manufacturing or mining purposes and who is not associated in partnership with any other person or persons but who uses as his or her business name some name or designation other than his or her own name or who in his or her business name uses his or her own name with the addition of "and Company" or some other word or phrase indicating a plurality of members in the business, must file with the registrar within 3 months after the day when the business name is first used, a declaration in the prescribed form.
Section 88 (2) BEFORE repealed by 2002-17-12, effective May 10, 2002 (BC Reg 94/2002).
(2) Section 81 (3) applies to this section.
Section 88 BEFORE re-enacted by 2012-12-95, effective December 14, 2018 (BC Reg 15/2018).
Duty of sole proprietorship to file registration statement
88 (1) A person who is engaged in business for trading, manufacturing or mining purposes and who is not associated in partnership with any other person or persons but who uses as his or her business name some name or designation other than his or her own name or who in his or her business name uses his or her own name with the addition of "and Company" or some other word or phrase indicating a plurality of members in the business, must file with the registrar within 3 months after the day when the business name is first used, a registration statement in the prescribed form.
Section 89 (1) BEFORE amended by 2002-17-13, effective May 10, 2002 (BC Reg 94/2002).
(1) The registrar must not register a certificate under section 51 or a declaration under section 81 or 88 that contains a business name that
Section 89 (1) and (2) BEFORE amended by 2004-38-4, effective January 17, 2005 (BC Reg 535/2004).
(1) The registrar must not register a certificate under section 51 or a registration statement under section 81 or 88 that contains a business name that
(2) The registrar may register a certificate referred to in subsection (1) if
Section 89 BEFORE re-enacted by 2012-12-96, effective December 14, 2018 (BC Reg 15/2018).
Names similar to corporation
89 (1) The registrar must not file a certificate under section 51 or a registration statement under section 81, 88, 96 (2) or 115 (2) that contains a business name that
(a) is the name by which a corporation is incorporated, registered or continued in British Columbia, or
(b) so nearly resembles that name that in the opinion of the registrar it is likely to confuse or mislead or is a name of which the registrar, in the registrar's discretion, disapproves.
(2) The registrar may file a certificate or a registration statement referred to in subsection (1) if
(a) the corporation consents in writing, or
(b) the business name was used by the applicant for registration before the corporation first used its name.
Section 90 (1) BEFORE amended by 2002-17-14, effective May 10, 2002 (BC Reg 94/2002).
(1) The registrar must keep 2 indices of the declarations filed under the Act, one to be named the "firm index" and the other the "individual index".
Section 90 (1) BEFORE amended by 2012-12-97(a), effective December 14, 2018 (BC Reg 15/2018).
(1) Subject to subsection (6), the registrar must keep 2 indices of the declarations filed under the Act, one to be named the "firm index" and the other the "individual index".
Section 90 (2) BEFORE amended by 2012-12-97(b) and (c), effective December 14, 2018 (BC Reg 15/2018).
(2) In the firm index, the registrar must cause to be entered in alphabetical order the styles of the respective firms in respect of which declarations have been filed with the registrar.
Section 90 (3) BEFORE amended by 2012-12-97(d), effective December 14, 2018 (BC Reg 15/2018).
(3) The registrar must cause to be placed opposite to each entry in the firm index the names of the persons composing the firm and the date of receipt by the registrar of each declaration.
Section 90 (4) BEFORE amended by 2012-12-97(e), effective December 14, 2018 (BC Reg 15/2018).
(4) In the individual index the registrar must cause to be entered in alphabetical order the names of each of the members of each firm in respect of which a declaration has been filed with the registrar.
Section 90 (5) BEFORE amended by 2012-12-97(d) and (f), effective December 14, 2018 (BC Reg 15/2018).
(5) The registrar must cause to be placed opposite to each entry in the individual index the style of the firm of which the persons are members and the date of receipt by the registrar of each declaration.
Section 90 (6) BEFORE amended by 2012-12-97(g), effective December 14, 2018 (BC Reg 15/2018).
(6) The registrar need not comply with this section in relation to
(a) a declaration filed under this Act if the information contained in that declaration is maintained by the registrar in a manner contemplated by section 90.2 (2) (b), and
(b) a registration statement filed with the registrar under this Act.
Sections 90.2 to 90.5 were enacted to Part 4 by 2002-17-16, effective May 10, 2002 (BC Reg 94/2002).
Section 90.3 (a) (i) BEFORE amended by 2012-12-98(a), effective May 14, 2012 (Royal Assent).
(i) the name of a firm, or
Section 90.4 (2) BEFORE amended by 2015-18-337, effective November 28, 2016 (BC Reg 216/2015).
(2) If a corporation commits an offence under subsection (1), any director or officer of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is party to and guilty of the offence.
Section 92 (3) (c) BEFORE repealed by 2012-12-99(a), effective December 14, 2018 (BC Reg 15/2018).
(c) respecting the information that must be included in a registration statement filed under section 81, 88, 96 or 115;
Section 93 (a) BEFORE amended by 2003-50-15, effective October 24, 2003 (BC Reg 388/2003).
| (a) | for registration of a business name of a sole proprietor or of a general partnership and certification of a true copy of the registration............................. | $30 |
Section 93 (b) BEFORE amended by 2004-38-6 effective January 17, 2005 (BC Reg 535/2004).
| (b) | for registration of a certificate of limited partnership and certification of a true copy of the registration......................................................................... | $165 |
Section 93 (part) section sandwich BEFORE amended by 2010-5-193, effective July 1, 2010.
*In addition to a fee marked by an asterisk, a further operator fee of $1.50, plus any G.S.T. applicable to the operator fee, may be charged for any transaction done by electronic means from a location outside a government office or at a government office by a person who is not a government employee.
Section 93 (a), (b) and (j) BEFORE amended by 2012-12-100, effective May 14, 2012 (Royal Assent).
| (a) | for registration of a business name of a sole proprietor or of a general partnership and certification of a true copy of the registration............ | $40 |
| (b) | for filing a certificate of limited partnership and certification of a true copy of the registration............................................................... | $165 |
| (j) | for the search of a maximum of 3 names on application for approval or reservation of a name. The fee will not be refunded if a name is not approved.......................................................... | $30* |
Section 93 (d) BEFORE repealed by 2012-12-101(a), effective December 14, 2018 (BC Reg 15/2018).
| (d) | for each search conducted by a person using a computer terminal provided by the government......................................................... | $8* |
Section 94 definition of "extraprovincial limited liability partnership" BEFORE amended by 2008-39-73, effective April 27, 2009 [coming into force of AB Reg 105/09 (BC Reg 90/09 as amended by BC Reg 130/09)].
"extraprovincial limited liability partnership" means a foreign partnership that is registered as an extraprovincial limited liability partnership under this Part;
Section 94 definitions of "general partnership" and "governing jurisdiction" BEFORE repealed by 2012-12-102, effective May 14, 2012 (Royal Assent).
"general partnership" means a partnership that
(a) has British Columbia as its governing jurisdiction, and
(b) is neither a limited partnership nor a limited liability partnership;
"governing jurisdiction" means, in relation to a partnership, the jurisdiction to which the interpretation of the partnership agreement is subject;
Section 95 (2) BEFORE amended by 2005-35-26, effective January 17, 2005 [retro from November 24, 2005 (Royal Assent)].
(2) Subject to section 129 (5), sections 11, 12, 14, 80.1 to 88, 90 and 90.3 (a) (ii) do not apply to limited liability partnerships.
Section 95 (a) BEFORE amended by 2012-12-103, effective May 14, 2012 (Royal Assent).
(1) Subject to subsection (2), section 1 and Parts 1, 2, 4 and 5 apply to limited liability partnerships.
Section 96 (4) (a) BEFORE amended by 2012-12-104, effective December 14, 2018 (BC Reg 15/2018).
(i) the business name of the partnership, and
(ii) the name that is to be the business name of the partnership after it is registered as a limited liability partnership,
Section 97 (a) BEFORE amended by 2007-14-201,Sch, effective December 1, 2007 (BC Reg 354/2007).
(a) members of that profession are expressly authorized by or under the Act by which that profession is governed to carry on the practice of the profession through a limited liability partnership, and
Section 115 (4) (a) BEFORE amended by 2012-12-106, effective December 14, 2018 (BC Reg 15/2018).
(i) the business name of the foreign partnership, and
(ii) the name that is to be the business name of the foreign partnership after it is registered as an extraprovincial limited liability partnership,
Section 116 (a) BEFORE amended by 2007-14-201,Sch, effective December 1, 2007 (BC Reg 354/2007).
(a) members of that profession are expressly authorized by or under the Act by which that profession is governed in British Columbia to carry on the practice of the profession through a limited liability partnership, and
Section 117 BEFORE amended by 2005-35-27, effective October 17, 2008 (BC Reg 295/2008).
117 Sections 98, 99, 101 and 102 apply to the registration of an extraprovincial limited liability partnership.
Section 118 (1) (part) BEFORE amended by 2012-12-84, effective May 14, 2012 (Royal Assent).
(1) The business name of an extraprovincial limited liability partnership must
Section 119 (1) BEFORE amended by 2008-39-74(a), effective April 27, 2009 [coming into force of AB Reg 105/09 (BC Reg 90/09 as amended by BC Reg 130/09)].
(1) In this section, "limited partnership" means a limited partnership, formed outside British Columbia, that has been registered under section 80.
Section 119 (2) BEFORE amended by 2008-39-74(b), effective April 27, 2009 [coming into force of AB Reg 105/09 (BC Reg 90/09 as amended by BC Reg 130/09)].
(2) If a limited partnership is registered as an extraprovincial limited liability partnership,
(a) the partnership's registration under section 80 is cancelled, and
(b) section 80 ceases to apply to the partnership.
Section 125 (2) BEFORE amended by 2023-10-784, effective March 30, 2023 (Royal Assent).
(2) Despite subsection (1), a British Columbia partner of an extraprovincial limited liability partnership does not have any greater protection against individual liability with respect to his or her activities in British Columbia than a partner in a limited liability partnership has under Division 3 with respect to his or her activities in British Columbia.
Part 7, sections 130 to 132 were enacted by 2008-39-75, effective April 27, 2009 [coming into force of AB Reg 105/09 (BC Reg 90/09 as amended by BC Reg 130/09)].
Section 131 (2) (j) BEFORE amended by 2009-15-15(a), effective October 29, 2009 (Royal Assent).
(j) respecting the form or manner in which the registrar may accept records, filings, applications, information, forms, notices and fees in matters governed under this section;
Section 131 (3) (a) BEFORE amended by 2009-15-15(b), effective October 29, 2009 (Royal Assent).
(a) setting out the powers and duties of the registrar in relation to matters governed by regulations made under this section;
Section 131 (2) (f) BEFORE amended by 2012-12-107, effective May 14, 2012 (Royal Assent).
(f) respecting the approval by the registrar of names of foreign partnerships, limited partnerships and extraprovincial limited liability partnerships and setting fees for the approval;