Bill 34 — Third Session, 24Th Legislature, 48 Elizabeth Ii the Legislative Assembly of Alberta B Ill 34 Pa R Tn Er Sh Ip A M En D M En T A C T, 1999 (Legislature 24, Session 3)

L24 S3 909

Alberta — Bills

1999 BILL 34 Third Session, 24th Legislature, 48 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA B ILL 34 PA R TN ER SH IP A M EN D M EN T A C T, 1999 MR. JACQUES First Reading Second Reading Committee of the Whole Third Reading Royal Assent

Bill 34 M r. Jacques B ILL 34 1999 PA R TN ER SH IP A M EN D M EN T A C T, 1999 (Assented to , 1999) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: Amends RSA 1980 cP-2 1 The Partnership A ct is am ended by this A ct. 2

Section 1 is am ended (

a) by renum bering clause (

a) as clause (a.2 ) and by adding the follow ing before clause (a.2 ): (a) “Alberta LLP” means a partnership registered under

section 79.3 as an Alberta LLP; (a.1) “Alberta partner” with respect to an extra-provincial LLP includes a partner who ordinarily resides outside Alberta all or part of the time but practises in Alberta; (

b) by adding the follow ing after clause (c): (c.1) “extra-provincial LLP” means a limited liability partnership registered under

section 79.96 as an extra-provincial LLP; (c.2) “governing jurisdiction” with respect to a partnership means the jurisdiction the law of which 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; (

c) by adding the follow ing after clause (e): 1

Explanatory N otes 1 Amends

chapter P-2 of the Revised Statutes of Alberta 1980. 2 D efinitions. 1 Explanatory Notes

(e.1) “registered LLP” means an Alberta LLP or an extra-provincial LLP; 3

Section 11 is am ended by renum bering subsection (1) as subsection (1.1) and by adding the follow ing before subsection (1.1): Liability of partner 11(1) This

section is to be applied subject to

section 11.1. 4 The follow ing is added after

section 11: LLP limited liability 11.1(1) Subject to subsections (2) and (4), a partner in an Alberta LLP 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 acts or omissions, malpractice or misconduct of (

a) another partner, or (

b) an employee, agent or representative of the partnership that occur in the ordinary course of carrying on practice in an eligible profession within the meaning of

section 79.1 while the partnership is an Alberta LLP. (2) Subsection (1) does not operate to protect a partner from liability (

a) where 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) where (

i) the negligence, wrongful act or omission, malpractice or misconduct was committed by an employee, agent or representative of the 2

Section 11 presently reads: 11(1) Each partner in a firm is liable jointly with the other partners for debts and obligations of the firm incurred while he is a partner.

(2) W hen a partner dies, his estate is severally liable, in the due course of adm inistration, for any debts and obligations of the firm incurred while the deceased partner was a partner that rem ain unsatisfied.

(3) The paym ent of debts and obligations under subsection (2) is subject to the prior paym ent of the separate debts of the deceased partner. 4 Provides for limited liability of partners in an Alberta LLP. 2 Explanatory Notes

partnership for whom the partner was directly responsible in a supervisory role, and (ii) the partner failed to provide such adequate and competent supervision as would normally be expected of a partner in those circumstances.

(3) A partner in an Alberta LLP 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 referred to in subsection (1).

(4) The protection from liability given to a partner under subsection (1) shall not be construed as offering any protection from claims against that partner’s interest in the partnership property. 5

Section 14 is am ended by striking out “Each partner” and substituting “Except as provided in

section 11.1, each partner”. 6

Section 2 7 is am ended (

a) by striking out the w ords preceding clause (

a) and substituting the follow ing: Determination of partners' interest 2 7 Subject to

section 11.1 and subject to an agreement, express or implied, between the partners, the interest of partners in the partnership property and their rights and duties in relation to the partnership shall be determined by the following rules: (

b) in clause (

a) by adding “, but a partner is not individually liable to contribute to losses arising from a liability for which the partner is not liable under

section 11.1” after “firm”; (

c) by repealing clause (

b) and substituting the follow ing: (

b) the firm shall indemnify each partner in respect of payments made and personal liabilities incurred by the partner (

i) in the ordinary and proper conduct of the business of the firm, or 3

Section 14 presently reads: 14 Each partner is liable jointly with his co-partners and also severally for everything for which the firm while he is a partner in it becom es liable under

section 12 or 13. 6

Section 27 presently reads in part: 27 The interest of partners in the partnership property and their rights and duties in relation to the partnership shall be determ ined, subject to an agreem ent expressed or im plied between the partners, by the following rules: (

a) all the partners are entitled to share equally in the capital and profits of the business and shall contribute equally towards the losses, whether of capital or otherwise, sustained by the firm ; (

b) the firm shall indem nify each partner in respect of paym ents m ade and personal liabilities incurred by him (

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 ; 3 Explanatory Notes

(ii) in or about anything necessarily done for the preservation of the business or property of the firm, but a partner is not required to indemnify or make contributions to other partners in respect of debts or obligations of the partnership for which the partner is not liable under

section 11.1; 7

Section 47(

a) is repealed and the follow ing is substituted; (

a) losses, including losses and deficiencies of capital, must be paid (

i) first out of profits, (ii) next out of capital, and (iii) last, if necessary, by the partners individually in the proportion in which they were entitled to share profits, but a partner is not required to pay any loss arising from a liability for which the partner is not liable under

section 11.1; 8 The follow ing is added after

section 79: PA R T 2 .1 R EG ISTR A TIO N O F LIM ITED LIA B ILITY PA R TN ER SH IPS R egistration of A lberta LLPs Definition 79.1 In this Part, “eligible profession” means a profession or discipline that is regulated by

an Act of Alberta that specifically authorizes members of the profession or discipline to carry on business through a corporation that has the words “Professional Corporation” or the abbreviation “P.C.” as part of its name. Application for registration as Alberta LLP 79.2

(1) A partnership consisting of partners carrying on practice in one or more eligible professions may apply to the Registrar to be registered as an Alberta LLP. 4

Section 47(

a) presently reads: 47 In settling accounts between the partners after a dissolution of partnership the following rules shall, subject to any agreem ent, be observed: (

a) losses, including losses and deficiencies of capital, shall be paid (

i) first out of profits, (ii) next out of capital, and (iii) lastly, if necessary, by the partners individually in the proportion in which they were entitled to share profits; 8 Provisions respecting registration of limited liability partnerships. 4 Explanatory Notes

(2 ) Subsection (1) does not apply where the governing body of any of the eligible professions in which the partners in the partnership carry on practice has passed a rule or by-law prohibiting persons who carry on practice in the eligible profession from doing so in a limited liability partnership under this Act.

(3) A limited partnership under

Part 2 may not be registered as an Alberta LLP.

(4) An application must be in a format acceptable to the Registrar and must (

a) set out (

i) the name of the partnership, (ii) the eligible profession or professions in which the partners carry on practice, (iii) the name and residential address of the partner who is designated as the representative of the partnership in respect of matters relating to the partnership, (iv) the address of the registered office of the partnership, (

v) the separate post office box, if any, designated as the partnership’s address for service by mail, and (vi) any other information required by the regulations, (

b) be accompanied with a statement from a person who is authorized by the governing body of the applicable eligible profession to provide the statement, certifying that (

i) the partners are covered by liability insurance or other protection against professional liability within the meaning of

section 11.1 in the form and amount that is required for that purpose by regulation, rule or by-law under the Act that regulates the eligible profession, and (ii) the partnership and the partners meet all other applicable eligibility requirements for practice as 5

5 Explanatory Notes

an Alberta LLP that are imposed in or under the Act that regulates the eligible profession, and (

c) be accompanied with the prescribed fee. Registration 79.3(1) If the Registrar is satisfied that an applicant for registration as an Alberta LLP meets the requirements of this Act, the Registrar shall register the applicant and provide the applicant with a certificate of registration. (2 ) A certificate of registration issued by the Registrar is conclusive evidence that the Alberta LLP named in the certificate is registered under this Act.

(3) The registration of an Alberta LLP is not adversely affected by errors in the application, in the information referred to in

section 79.2(4), or in any notice amending the registration or by changes in the filed information that occur after the date of registration.

(4) The registration of an Alberta LLP is not adversely affected by a change in the partners in the partnership. Effect of registration 79.4 Subject to any agreement between the partners, the registration of a partnership as an Alberta LLP does not cause the dissolution of the partnership, and the Alberta LLP continues as the same partnership that existed before the registration.

Notice to clients 79.5 On being registered as an Alberta LLP, a partnership shall forthwith send to all of its existing clients a notice that advises of the registration and explains in general terms the potential changes in liability of the partners that are a result of the registration and the operation of this Act. Registered office, address for service 79.6(1) An Alberta LLP shall at all times have a registered office in Alberta. (2 ) An Alberta LLP may designate a separate post office box within Alberta as its address for service by mail.

(3) An Alberta LLP’s registered office must be business premises of the LLP or of a person or firm that has agreed to act as the LLP’s registered office, and the LLP shall ensure that its registered office is 6

6 Explanatory Notes

(

a) accessible to the public during normal business hours, and (

b) readily identifiable from the information provided in the registration documents or in any notice amending the registration. Partnership list 79.7 An Alberta LLP shall keep at its registered office a list of the partners in the LLP and shall forthwith provide the following information to any person who requests it: (

a) a list of the partners in the LLP; (

b) a list of the persons who were partners in the LLP on a particular date that is after the date of registration and is specified in the request. Notice of changes 79.8(1) The registration of an Alberta LLP may be amended by filing with the Registrar a notice in a format acceptable to the Registrar, accompanied with the prescribed fee.

(2) Within 30 days following any change in the information referred to in

section 79.2(4)(a), the Alberta LLP shall file with the Registrar a notice in a format acceptable to the Registrar setting out the changes and the effective date of them, and the notice must be accompanied with the prescribed fee. Periodic reports 79.9 An Alberta LLP shall (

a) file with the Registrar at the times prescribed in the regulations a report containing the information required by the regulations, and (

b) pay to the Registrar any periodic fee required by the regulations. Cancellation of registration 79.91(1) The Registrar may cancel the registration of an Alberta LLP (

a) if the LLP is in default for a period of one year in complying with

section 79.9, (

b) if the LLP files with the Registrar a request in a format acceptable to the Registrar that the registration be cancelled, or 7

7 Explanatory Notes

(

c) if the Registrar receives a notice from a person who is authorized by the governing body of the applicable eligible profession to provide the notice, stating that the LLP or one or more of the partners no longer complies with

section 79.2(4)(b). (2 ) Before cancelling an Alberta LLP’s registration under subsection (1)(a), the Registrar shall (

a) give to the LLP 120 days’ notice of the intended cancellation, and (

b) publish notice of the intended cancellation in the Registrar’s periodical under the Business Corporations Act or The Alberta Gazette, and the Registrar shall not cancel the registration if the LLP remedies the default before the expiration of the period referred to in the notice.

(3) Cancellation of the registration of an Alberta LLP only affects a partnership’s registration as an LLP and does not dissolve the partnership. Name 79.92 The name of an Alberta LLP must meet the requirements, if any, set out in the regulations. Service 79.93(1) A notice or document required or permitted to be sent to or served on an Alberta LLP may be (

a) delivered to its registered office, or (

b) sent by registered mail to (

i) its registered office, or (ii) the separate post office box designated as its address for service by mail, as shown in the Registrar’s records. (2 ) A notice or document sent by registered mail to an Alberta LLP in accordance with subsection (1)(

b) is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the Alberta LLP did not receive the notice or document at that time or at all. 8

8 Explanatory Notes

R egistration of Extra-provincial LLPs Non-registered status 79.94 A partnership that has the status of a limited liability partnership under the laws of a jurisdiction outside Alberta shall be treated as an ordinary partnership with respect to rights and obligations that are acquired or incurred by the partnership under Alberta law while the partnership is carrying on business in Alberta before registration as an extra-provincial LLP under

section 79.96. Extra provincial LLP 79.95(1) A partnership that (

a) has the status of a limited liability partnership under the laws of a jurisdiction outside Alberta, and (

b) consists of partners that carry on practice, whether through a professional corporation or not, in one or more professions or disciplines that are eligible professions in Alberta, may apply to the Registrar to be registered as an extra-provincial LLP. (2 ) Subsection (1) does not apply where the governing body of any of the eligible professions in which the partners in the partnership carry on practice has passed a rule or by-law prohibiting persons who carry on practice in the eligible profession from doing so in a limited liability partnership under this Act.

(3) An application must be in a format acceptable to the Registrar and must (

a) set out (

i) the name of the partnership, (ii) the eligible profession or professions in which the partners carry on practice, (iii) the name and residential address in Alberta of the partner who is designated as the representative of the partnership in matters relating to the partnership, (iv) the governing jurisdiction of the partnership, (

v) the address of the registered office of the partnership in Alberta, 9

9 Explanatory Notes

(vi) the separate post office box, if any, designated as the partnership’s Alberta address for service, and (vii) any other information required by the regulations, and (

b) be accompanied with (

i) evidence satisfactory to the Registrar of the partnership’s status as a limited liability partnership under the laws of the governing jurisdiction, (ii) a statement in respect of each eligible profession in which the Alberta partners carry on practice from a person who is authorized by the governing body of the applicable eligible profession in Alberta to provide the statement, certifying that (

A) the Alberta partners in the partnership are covered by liability insurance or other protection against professional liability within the meaning of

section 11.1 in the form and amount that is required for that purpose by regulation, rule or by-law under the Act that regulates the eligible profession, and (

B) the partnership and the Alberta partners meet all other applicable eligibility requirements for practice as an extra-provincial LLP that are imposed in or under the Act that regulates the eligible profession, and (iii) the prescribed fee. Registration 79.96(1) If the Registrar is satisfied that an applicant for registration as an extra-provincial LLP meets the requirements of this Act, the Registrar shall register the applicant and provide the applicant with a certificate of registration. 10

10 Explanatory Notes

(2 ) A certificate of registration issued by the Registrar is conclusive evidence that the extra-provincial LLP named in the certificate is registered under this Act.

(3) The registration of an extra-provincial LLP is not adversely affected by errors in the application, in the information referred to in

section 79.95(3), or in any notice amending the registration or by changes in the filed information that occur after the date of registration.

(4) The registration of an extra-provincial LLP is not adversely affected by a change in the partners in the partnership. Notice to clients 79.97 On being registered as an extra-provincial LLP, a partnership shall send to all of the existing clients of its Alberta practice a notice that advises of the registration and explains in general terms the potential changes in liability of the Alberta partners that are a result of the registration and the operation of this Act. Address for service 79.98

(1) An extra-provincial LLP shall have at all times a registered office in Alberta. (2 ) An extra-provincial LLP may designate a separate post office box within Alberta as its address for service by mail.

(3) An extra-provincial LLP’s registered office must be business premises of the LLP or of a person or firm that has agreed to act as the LLP’s registered office, and the LLP shall ensure that the business premises are (

a) accessible to the public during normal business hours, and (

b) readily identifiable from the information provided in the registration documents or in any notice amending the registration. Partnership list 79.99 An extra-provincial LLP shall keep at its registered office a list of the Alberta partners in the LLP and shall forthwith provide the following information to any person who requests it: (

a) a list of the Alberta partners in the LLP; (

b) a list of the persons who were Alberta partners in the LLP on a particular date that is after the date of registration and is specified in the request. 11

11 Explanatory Notes

Name 79.991 The name of an extra-provincial LLP must contain the words and abbreviations required under the laws of its governing jurisdiction. Service 79.992

(1) A notice or document required or permitted to be sent to or served on an extra-provincial LLP may be (

a) delivered to its registered office, or (

b) sent by registered mail to (

i) its registered office, or (ii) the separate post office box designated as its address for service by mail, as shown in the Registrar’s records. (2 ) A notice or document sent by registered mail to an extra-provincial LLP in accordance with subsection (1)(

b) is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the extra-provincial LLP did not receive the notice or document at that time or at all. Notice of changes 79.993(1) The registration of an extra-provincial LLP may be amended by filing with the Registrar a notice in a format acceptable to the Registrar, accompanied with the prescribed fee. (2 ) Within 30 days following any change in the information referred to in

section 79.95(3)(a), the extra-provincial LLP shall file with the Registrar a notice in a format acceptable to the Registrar setting out the changes and the effective date of them, and the notice must be accompanied with the prescribed fee. Periodic reports 79.994 An extra-provincial LLP shall (

a) file with the Registrar at the times prescribed in the regulations a report containing the information required by the regulations, and (

b) pay to the Registrar any periodic fee required by the regulations. 12

12 Explanatory Notes

Cancellation of registration 79.995(1) The Registrar may cancel the registration of an extra-provincial LLP (

a) if the LLP is in default for a period of one year in complying with

section 79.994, (

b) if the LLP files with the Registrar a request in a format acceptable to the Registrar that the registration be cancelled, (

c) if the Registrar receives a notice from a person who is authorized by the governing body of the applicable eligible profession in Alberta to provide the notice, stating that the LLP or one or more of the partners no longer complies with

section 79.95(3)(b)(ii), or (

d) if the Registrar receives a notice from the regulatory official or body in the LLP’s governing jurisdiction stating that the LLP no longer has the status of a limited liability partnership in that jurisdiction. (2 ) Before cancelling an extra-provincial LLP’s registration under subsection (1)(a), the Registrar shall (

a) give to the LLP 120 days’ notice of the intended cancellation, and (

b) publish notice of the intended cancellation in the Registrar’s periodical under the Business Corporations Act or The Alberta Gazette, and the Registrar shall not cancel the registration if the LLP remedies the default before the expiration of the period referred to in the notice. Law of governing jurisdiction applies 79.996(1) The law of the governing jurisdiction of an extra-provincial LLP applies (

a) to the organization and internal affairs of the LLP, and (

b) to the liability of the partners of the LLP for debts, obligations and liabilities of or chargeable to the partnership. (2 ) Notwithstanding subsection (1), an Alberta partner of an extra-provincial LLP does not have any greater protection against individual liability in respect of his practice in 13

13 Explanatory Notes

Alberta than a partner in an Alberta LLP would have under this Part. 9

Section 8 4 is am ended (

a) in subsection (3) by adding “or” at the end of clause (a), by striking out “or” at the end of clause (

b) and by repealing clause (c); (

b) by adding the follow ing after subsection (3):

(4) Where the place of residence of a member of the firm changes, the member shall, within 15 days after the effective date of the change, file a declaration with the Registrar setting out the new place of residence. 10

Section 92 and the heading preceding it are repealed and the follow ing is substituted: R egulations Regulations 92 The Lieutenant Governor in Council may make regulations (

a) respecting applications for registration of limited liability partnerships under

Part 2.1; (

b) respecting the imposition of terms and conditions on the registration of a limited liability partnership under

Part 2.1 including, without limitation, regulations authorizing the Registrar to impose terms and conditions; (

c) governing name requirements for Alberta LLPs; (

d) establishing or providing for the manner of establishing fees to be charged in respect of anything done and any service or thing provided under this Act; (

e) governing reports for the purposes of sections 79.9 and 79.994. 11(1) The C ertified G eneral A ccountants A ct is am ended by adding the follow ing after

section 103: 14

Section 84(3) presently reads:

(3) A sim ilar declaration shall in like m anner be filed when a change or alteration takes place (

a) in the m em bership of the partnership, (

b) in the firm nam e under which the m em bers intend to carry on business, or (

c) in the place of residence of each m em ber of the firm , and the declaration shall state each such change and alteration that has taken place. 10

Section 92 and the heading preceding it presently read: Registration Fees 92 The Lieutenant G overnor in Council m ay prescribe a tariff of fees to be charged for filing any declaration, for issuing any certificate and for rendering any other service under this Act. 11 Consequential amendments. 14 Explanatory Notes

Regulations and by-laws re LLPs 103.1(1) The Board (

a) shall make regulations respecting the type and amount of liability insurance or other protection against professional liability that a partnership must have for the purposes of registration as a limited liability partnership under

Part 2.1 of the Partnership Act, and (

b) may make by-laws governing eligibility requirements that a partnership must meet in order to be registered as a limited liability partnership under

Part 2.1 of the Partnership Act. (2 )

Section 103(2) applies in respect of a regulation made under subsection (1)(a).

(3) Section 104(2) and (3) apply in respect of a by-law made under subsection (1)(

b) or (7).

(4) Where the Minister considers that regulations made under subsection (1)(

a) do not provide sufficient protection against professional liability, the Minister may, by notice in writing to the Board, request the Board to amend the regulations in the manner specified in the notice within the time set out in the notice.

(5) Where the Board fails to amend the regulations in accordance with the notice, the Lieutenant Governor in Council may amend the regulations, and in that case the amendments operate as if they had been made in accordance with

section 103. (6) Subsections (1) to (5) do not apply if there is a by-law under subsection (7) in effect.

(7) The Board may make a by-law providing that, notwithstanding

Part 2.1 of the Partnership Act, no person may engage in exclusive accounting practice in a limited liability partnership under that Act. (2 ) The C ertified M anagem ent A ccountants A ct is am ended by adding the follow ing after

section 103: Regulations and by-laws re LLPs 103.1(1) The Council (

a) shall make regulations respecting the type and amount of liability insurance or other protection 15

15 Explanatory Notes

against professional liability that a partnership must have for the purposes of registration as a limited liability partnership under

Part 2.1 of the Partnership Act, and (

b) may make by-laws governing eligibility requirements that a partnership must meet in order to be registered as a limited liability partnership under

Part 2.1 of the Partnership Act. (2 )

Section 103(2) applies in respect of a regulation made under subsection (1)(a).

(3) Section 104(2) and (3) apply in respect of a by-law made under subsection (1)(

b) or (7).

(4) Where the Minister considers that regulations made under subsection (1)(

a) do not provide sufficient protection against professional liability, the Minister may, by notice in writing to the Council, request the Council to amend the regulations in the manner specified in the notice within the time set out in the notice.

(5) Where the Council fails to amend the regulations in accordance with the notice, the Lieutenant Governor in Council may amend the regulations, and in that case the amendments operate as if they had been made in accordance with

section 103. (6) Subsections (1) to (5) do not apply if there is a by-law under subsection (7) in effect.

(7) The Council may make a by-law providing that, notwithstanding

Part 2.1 of the Partnership Act, no person may engage in exclusive accounting practice in a limited liability partnership under that Act.

(3) The C hartered A ccountants A ct is am ended by adding the follow ing after

section 103: Regulations and by-laws re LLPs 103.1(1) The Council (

a) shall make regulations respecting the type and amount of liability insurance or other protection against professional liability that a partnership must have for the purposes of registration as a limited liability partnership under

Part 2.1 of the Partnership Act, and 16

16 Explanatory Notes

(

b) may make by-laws governing eligibility requirements that a partnership must meet in order to be registered as a limited liability partnership under

Part 2.1 of the Partnership Act. (2 )

Section 103(2) applies in respect of a regulation made under subsection (1)(a).

(3) Section 104(2) and (3) apply in respect of a by-law made under subsection (1)(

b) or (7).

(4) Where the Minister considers that regulations made under subsection (1)(

a) do not provide sufficient protection against professional liability, the Minister may, by notice in writing to the Council, request the Council to amend the regulations in the manner specified in the notice within the time set out in the notice.

(5) Where the Council fails to amend the regulations in accordance with the notice, the Lieutenant Governor in Council may amend the regulations, and in that case the amendments operate as if they had been made in accordance with

section 103. (6) Subsections (1) to (5) do not apply if there is a by-law under subsection (7) in effect.

(7) The Council may make a by-law providing that, notwithstanding

Part 2.1 of the Partnership Act, no person may engage in exclusive accounting practice in a limited liability partnership under that Act.

(4) The C hiropractic Profession A ct is am ended by adding the follow ing after

section 75: Regulations and by-laws re LLPs 75.1(1) The Council (

a) shall make regulations respecting the type and amount of liability insurance or other protection against professional liability that a partnership must have for the purposes of registration as a limited liability partnership under

Part 2.1 of the Partnership Act, and (

b) may make regulations governing eligibility requirements that a partnership must meet in order to be registered as a limited liability partnership under

Part 2.1 of the Partnership Act. 17

17 Explanatory Notes

(2 ) A regulation under subsection (1)(

a) does not come into force unless it is approved by the Lieutenant Governor in Council.

(3) Where the Minister considers that regulations made under subsection (1)(

a) do not provide sufficient protection against professional liability, the Minister may, by notice in writing to the Council, request the Council to amend the regulations in the manner specified in the notice within the time set out in the notice.

(4) Where the Council fails to amend the regulations in accordance with the notice, the Lieutenant Governor in Council may amend the regulations, and in that case the amendments operate as if they had been made by the Council. (5) Subsections (1) to (4) do not apply if there is a by-law under subsection (6) in effect.

(6) The Council may make a by-law providing that, notwithstanding

Part 2.1 of the Partnership Act, no person may practise chiropractic in a limited liability partnership under that Act.

(5) The D ental Profession A ct is am ended by adding the follow ing after

section 90: Regulations and by-laws re LLPs 90.1(1) The Board (

a) shall make regulations respecting the type and amount of liability insurance or other protection against professional liability that a partnership must have for the purposes of registration as a limited liability partnership under

Part 2.1 of the Partnership Act, and (

b) may make regulations governing eligibility requirements that a partnership must meet in order to be registered as a limited liability partnership under

Part 2.1 of the Partnership Act. (2 ) A regulation under subsection (1)(

a) does not come into force unless it is approved by the Lieutenant Governor in Council.

(3) Where the Minister considers that regulations made under subsection (1)(

a) do not provide sufficient protection against professional liability, the Minister may, by notice in 18

18 Explanatory Notes

writing to the Board, request the Board to amend the regulations in the manner specified in the notice within the time set out in the notice.

(4) Where the Board fails to amend the regulations in accordance with the notice, the Lieutenant Governor in Council may amend the regulations, and in that case the amendments operate as if they had been made by the Board. (5) Subsections (1) to (4) do not apply if there is a by-law under subsection (6) in effect.

(6) The Board may make a by-law providing that, notwithstanding

Part 2.1 of the Partnership Act, no person may practise dentistry in a limited liability partnership under that Act.

(6) The Legal Profession A ct is am ended by adding the follow ing after

section 7: Regulations and by-laws re LLPs 7.1(1) The Benchers (

a) shall make rules respecting the type and amount of liability insurance or other protection against professional liability that a partnership must have for the purposes of registration as a limited liability partnership under

Part 2.1 of the Partnership Act, and (

b) may make rules governing eligibility requirements that a partnership must meet in order to be registered as a limited liability partnership under

Part 2.1 of the Partnership Act. (2 ) A rule under subsection (1)(

a) does not come into force unless it is approved by the Lieutenant Governor in Council.

(3) Where the Minister considers that rules made under subsection (1)(

a) do not provide sufficient protection against professional liability, the Minister may, by notice in writing to the Benchers, request the Benchers to amend the rules in the manner specified in the notice within the time set out in the notice.

(4) Where the Benchers fail to amend the rules in accordance with the notice, the Lieutenant Governor in Council may make regulations respecting the matters referred to in subsection (1)(

a) and, to the extent that there 19

19 Explanatory Notes

is any inconsistency between those regulations and the rules, those regulations prevail. (5) Subsections (1) to (4) do not apply if there is a rule under subsection (6) in effect.

(6) The Benchers may make a rule providing that, notwithstanding

Part 2.1 of the Partnership Act, no person may practise as a barrister and solicitor in a limited liability partnership under that Act.

(7) The M edical Profession A ct is am ended in

section 32 by adding the follow ing after subsection (2 ):

(3) The council (

a) shall make by-laws respecting the type and amount of liability insurance or other protection against professional liability that a partnership must have for the purposes of registration as a limited liability partnership under

Part 2.1 of the Partnership Act, and (

b) may make by-laws governing eligibility requirements that a partnership must meet in order to be registered as a limited liability partnership under

Part 2.1 of the Partnership Act.

(4) A by-law under subsection (3)(

a) does not come into force unless it is approved by the Lieutenant Governor in Council.

(5) Where the Minister considers that by-laws made under subsection (3)(

a) do not provide sufficient protection against professional liability, the Minister may, by notice in writing to the council, request the council to amend the by-laws in the manner specified in the notice within the time set out in the notice.

(6) Where the council fails to amend the by-laws in accordance with the notice, the Lieutenant Governor in Council may make regulations respecting the matters referred to in subsection (3)(

a) and, to the extent that there is any inconsistency between those regulations and the by-laws, those regulations prevail. (7) Subsections (3) to (6) do not apply if there is a by-law under subsection (8) in effect. 2 0

2 0 Explanatory Notes

(8 ) The council may make a by-law providing that, notwithstanding

Part 2.1 of the Partnership Act, no person may practise medicine in a limited liability partnership under that Act. (8 ) The O ptom etry Profession A ct is am ended by adding the follow ing after

section 9: Regulations and by-laws re LLPs 9.1(1) The Council (

a) shall make regulations respecting the type and amount of liability insurance or other protection against professional liability that a partnership must have for the purposes of registration as a limited liability partnership under

Part 2.1 of the Partnership Act, and (

b) may make regulations governing eligibility requirements that a partnership must meet in order to be registered as a limited liability partnership under

Part 2.1 of the Partnership Act. (2 ) A regulation under subsection (1)(

a) does not come into force unless it is approved by the Lieutenant Governor in Council.

(3) Where the Minister considers that regulations made under subsection (1)(

a) do not provide sufficient protection against professional liability, the Minister may, by notice in writing to the Council, request the Council to amend the regulations in the manner specified in the notice within the time set out in the notice.

(4) Where the Council fails to amend the regulations in accordance with the notice, the Lieutenant Governor in Council may amend the regulations, and in that case the amendments operate as if they had been made by the Council. (5) Subsections (1) to (4) do not apply if there is a by-law under subsection (6) in effect.

(6) The Council may make a by-law providing that, notwithstanding

Part 2.1 of the Partnership Act, no person may practise optometry in a limited liability partnership under that Act. 12 This A ct com es into force on Proclam ation. 2 1

12 Coming into force. 21 Explanatory Notes Title: 1999 (24 th, 3rd) Bill 34, Partnership Amendment Act, 1999

Document details

Collection	Alberta — Bills
Citation	L24 S3 909
Type	bill
Volume / chapter	L24 S3 909
Language	en
Format	json
Source	PROVINCIAL
Identifier	03417ea732382bcf221bd1ce24f57d28574dfd97

Source file is stored in the law ingest library (json).