Partnership Regulation (Alta. Reg. 105/2009)

Alta. Reg. 105/2009

Alberta — Regulations

© Published by Alberta King’s Printer Alberta King’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 E-mail: kings-printer@gov.ab.ca Shop on-line at kings-printer.alberta.ca Province of Alberta Office Consolidation Alberta Regulation 105/2009 With amendments up to and including Alberta Regulation 158/2025 Current as of June 25, 2025 PARTNERSHIP ACT PARTNERSHIP REGULATION

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Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law.

(Consolidated up to 158/2025) ALBERTA REGULATION 105/2009 Partnership Act PARTNERSHIP REGULATION Table of Contents 1 Definition

Part 1 General 2 Format requirements 3 Designation of jurisdictions 3.1 Limited partnership requirements 4 Annual report of LLPs 5 Names of Alberta LLPs

Part 2 Special Rules Respecting Extra-provincial Matters 6

Definitions Division 1 Designations 7 Designations Division 2 Alberta LLPs 8 Registration in jurisdiction o f designated extra-provincial registrar 9 Maintaining registration 10 Requests, information and documents 11 Provision of other inf ormation to designated extra-provincial registrar

AR 105/2009 PARTNERSHIP REGULATION 2 Division 3 Designated Extra-provincial Limited Partnerships and Designated Extra-provincial Limited Liability Partnerships Designated Extra-provincial Limited Partnerships 12 Registrations and filings of desig nated extra-provincial limited partnerships 13 Registration 14 Changes in name 15 Changes respecting general partner 16 Application to cancel registration 16.1 Mandatory cancellation of registration 17 Cancellation of registration without notice 18 Application of provisions of Act Designated Extra-provincial Limited Liability Partnerships 19 Registrations and filings of desig nated extra-provincial limited liability partnerships 20 Registration 21 Head office 22 Attorney for service 23 Partnership list 24 Changes in name 25 Changes in head office 26 Changes in attorney for service 27 Application to cancel registration 28 Cancellation of registration without notice 29 Cancellation of registration with notice 30 Notice to and service on a desig nated extra-provincial limited liability partnership 31 Application of provisions of Act General Matters 32 Collection of information 33 Complete information required 34 Form of submissions 35 Registration statement and c ertificate of registration 36 Fee exemption Transitional 37 Transitional

Section 1 AR 105/2009 PARTNERSHIP REGULATION 3

Part 3 Repeal, Expiry and Coming into Force 38 Repeal 39 E x p i r y 40 Coming into force Definition 1 In this Regulation, “Act” means the Partnership Act.

Part 1 General Format requirements 2 A form or other document filed with the Registrar in other than an electronic format must (

a) be printed or typewritten on good quality white paper 21.5 cm by 28 cm, (

b) be legible, and (

c) be suitable for digital imaging, microfilming and photocopying. Designation of jurisdictions 3 The following jurisdictions are designated for the purposes of

section 52(2) of the Act in respect of the registration of limited partnerships: (

a) any province or territory of Canada; (

b) any state of the United States of America; (

c) the United Kingdom. Limited partnership requirements 3.1(1) For the purposes of

section 52(3)(

c) of the Act, the certificate shall state that the limited partnership substantially complies with subsection (2).

(2) A limited partnership agreement shall contain the following information: (

a) the firm name under which the limited partnership is to be conducted;

Section 4 AR 105/2009 PARTNERSHIP REGULATION 4 (

b) the character of the business; (

c) the name and street addre ss or postal address of each partner, with general and limited partners being respectively designated; (

d) the term for which the lim ited partnership is to exist; (

e) the amount of cash and the nature and fair value of other property, if any, contributed by each limited partner; (

f) the amount of additional c ontributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which an additional contribution is to be made; (

g) the time, if agreed on, w hen the contribution of each limited partner is to be returned; (

h) the share of the profits or other compensation by way of income that each limited partner is entitled to by reason of that partner’s contribution; (

i) the right, if given, of a limited partner to substitute an assignee as contributor in that partner’s place, and the terms and conditions of the substitution; (

j) the right, if given, of t he partners to admit additional limited partners; (

k) the right, if given, of one or more of the limited partner s to priority over other limited partners, to a return of contributions or to compensation by way of income, and the nature of the priority; (

l) the right, if given, of the remaining general partner or partners to continue the business on the death, retirement or mental incompetence of a general partner; (

m) the right, if given, of a limited partner to demand and receive property other than cash in return for that partner’s contribution.

(3) The Registrar may require a copy of the partnership agreement to be filed with the Registrar in an electronic or other format. AR 98/2021 s2 Annual report of LLPs 4(1) For the purposes of subsection (2), the anniversary month of an Alberta LLP and an extra-provincial LLP is the month in which

Section 5 AR 105/2009 PARTNERSHIP REGULATION 5 the certificate of registration under

Part 3 of the Act was issued by the Registrar.

(2) An Alberta LLP and an extra-provincial LLP shall annually, not later than the last day of the month immediately following the anniversary month, file with the Registrar, in a format and manner approved by the Registrar, a return setting out any changes in respect to the following information: (

a) the name and residential address of the partner who is designated as the representative of the partnership in respect to matters relating to the partnership; (

b) the address of the registered office of the partnership; (

c) the separate post office bo x, if any, designated as the partnership’s address for service by mail. Names of Alberta LLPs 5(1) The name of an Alberta LLP must contain the legal element “LLP” or its abbreviation “LLP” or “Société à Responsabilité Limitée” or its abbreviation “SRL”, and where the name contains the legal element “LLP” or its abbreviation “LLP”, the name must end with that legal element.

(2) The name of an Alberta LLP may not be (

a) identical to the name of any other Alberta LLP or any extra-provincial LLP registered in Alberta, or (

b) so similar to the name of any other Alberta LLP or any extra-provincial LLP registered in Alberta that the only difference is in respect to the legal element.

(3) If, through inadvertence or otherwise, an Alberta LLP is registered with a name that does not comply with this section, the Registrar may, by notice in writing to the partnership, direct the partnership to change its name to one that complies with this

section within 60 days of the date of the notice.

Part 2 Special Rules Respecting Extra-provincial Matters

Definitions 6 In this Part, (a) “agreement” means an agr eement under

section 80.1 or 104.1 of the Act, as the case may be;

Section 7 AR 105/2009 PARTNERSHIP REGULATION 6 (

b) repealed AR 129/2019 s2; (c) “designated extra-provincial limited liability partnership ” means a partnership designated under

section 7(3); (d) “designated extra-provincial limited partnership” means a partnership designated under

section 7(2); (e) “designated extra-provincial registrar” means an extra-provincial registrar designated under

section 7(1); (e.1) “home jurisdiction”, in respect of a designated extra-provincial limited liability partnership or a designated extra-provincial limited partnership, means the jurisdiction in which the designated extra-provincial limited liability partnership or designated extra-provincial limited partnership was formed or registered but does not include a jurisdiction where either type of partnership is extra-provincially registered; (e.2) “home registrar” means th e designated extra-provincial registrar of the home jurisdiction of a designated extra-provincial limited liability partnership or a designated extra-provincial limited partnership; (

f) repealed AR 129/2019 s2; (g) “registered Alberta LLP” means an Alberta LLP that is registered in the jurisdiction of a designated extra-provincial registrar; (h) “registered designated ex tra-provincial limited liability partnership” means an extra-provincial limited liability partnership that is registered under

section 104.1 of the Act; (j) “registered designate d extra-provincial limited partnership” means an extra-provincial limited partnership that is registered under

section 80.1 of the Act. AR 105/2009 s6;126/2013;129/2019 Division 1 Designations Designations 7(1) The registrar as defined in the Partnership Act, RSBC 1996, c348 is designated as an extra-provincial registrar to which this Part applies.

Section 8 AR 105/2009 PARTNERSHIP REGULATION 7

(2) The registrar as defined in The Partnership Act, RSS 1978, cP-3 is designated as an extra-provincial registrar to which this Part applies.

(3) The Director as defined in The Partnership Act, CCSM cP30 is designated as an extra-provincial registrar to which this Part applies.

(4) The extra-provincial limited partnerships that are formed under the Partnership Act, RSBC 1996, c348, The Partnership Act, RSS 1978, cP-3 or The Partnership Act, CCSM cP30 are designated as extra-provincial limited partnerships to which this Part applies.

(5) The extra-provincial limited liability partnerships that are registered as limited liability partnerships under the Partnership Act, RSBC 1996, c348, The Partnership Act, RSS 1978, cP-3 or The Partnership Act, CCSM cP30 are designated as extra-provincial limited liability partnerships to which this Part applies. AR 105/2009 s7;126/2013;129/2019 Division 2 Alberta LLPs Registration in jurisdiction of designated extra-provincial registrar 8(1) An Alberta LLP may request the Registrar to act under this Division in respect of the Alberta LLP’s application for registration in the jurisdiction of a designated extra-provincial registrar.

(2) A request under subsection (1) must be accompanied with the information, documents and fees required under the legislation of the jurisdiction of the designated extra-provincial registrar. AR 105/2009 s8;129/2019 Maintaining registration 9(1) A registered Alberta LLP may request the Registrar to act under this Division in respect of extra-provincial matters in the jurisdiction of a designated extra-provincial registrar in which the registered Alberta LLP is registered.

(2) A request under subsection (1) must be accompanied with the information, documents and fees required under the legislation of the jurisdiction of the designated extra-provincial registrar. AR 105/2009 s9;129/2019

Section 10 AR 105/2009 PARTNERSHIP REGULATION 8 Requests, information and documents 10(1) A request, information and documents submitted under

section 8 or 9 must (

a) be in the form, including an electronic format, establishe d by the Registrar, and (

b) if the Registrar has not established a form under clause (a), comply with

section 2.

(2) If the Registrar considers that a request, information or a document submitted under this Division contains extraneous information, the Registrar may reject the request, information or document.

(3) On receipt of a request under

section 8(1) or 9(1), the Registrar shall, forthwith, compile any information and documents from the Registrar’s records that the applicable agreement requires the Registrar to provide to the designated extra-provincial registrar.

(4) The Registrar shall, in accordance with the applicable agreement, transmit to the designated extra-provincial registrar (

a) the information, documen ts and fees submitted to the Registrar under this Division, and (

b) the information and documents compiled under subsection (3). AR 105/2009 s10;126/2013 Provision of other information to designated extra-provincial registrar 11(1) Where a registered Alberta LLP submits information or a document to the Registrar under the Act, the Registrar shall, if required by the applicable agreement, (

a) transmit the information or document to the designated extra-provincial registrar, and (

b) take other action respectin g the information or document that is specified in the applicable agreement.

(2) Where the Registrar takes action with respect to a registered Alberta LLP under the Act, the Registrar shall, if required by the applicable agreement, (

a) transmit to the designate d extra-provincial registrar information respecting the action, and

Section 12 AR 105/2009 PARTNERSHIP REGULATION 9 (

b) take any other action respecting the information that is specified in the applicable agreement.

(3) The Registrar may act under subsection (1) or (2) whether or not the registered Alberta LLP has made a request under

section 9. AR 105/2009 s11;129/2019 Division 3 Designated Extra-provincial Limited Partnerships and Designated Extra-provincial Limited Liability Partnerships Designated Extra-provincial Limited Partnerships Registrations and filings of designated extra-provincial limited partnerships 12 A designated extra-provincial limited partnership may not apply for registration or submit information or documents for filing under the Act except in accordance with this Division. Registration 13(1) A designated extra-provincial limited partnership may apply to the Registrar to be registered as an extra-provincial limited partnership.

(2) An application referred to in subsection (1) must be accompanied with the following information and documents: (

a) the name of the designa ted extra-provincial limited partnership; (

b) a statement identifying the home jurisdiction of the designated extra-provincial limited partnership; (

c) the names and addresses of the general partners of the designated extra-provincial limited partnership; (

d) any other information required by the Registrar.

(3) If the Registrar is satisfied that all of the information and documents necessary for a designated extra-provincial limited partnership to be registered as an extra-provincial limited partnership have been received in the form specified in the applicable agreement, the Registrar may (

a) file the information and documents, and

Section 14 AR 105/2009 PARTNERSHIP REGULATION 10 (

b) register the designated extra-provincial limited partnersh ip and issue a registration statement.

(4) A firm registered as a designated extra-provincial limited partnership under subsection (3) has the same rights and is subject to the same duties, restrictions and liabilities under the Act as a firm formed as a limited partnership under

section 52(1) of the Act. AR 105/2009 s13;126/2013;129/2019 Changes in name 14(1) If a registered designated extra-provincial limited partnership changes its name, it shall within one month after the effective date of the change give notice to the Registrar that it has changed its name.

(2) A notice referred to in subsection (1) must include any other information required by the Registrar.

(3) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial limited partnership to change its name have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 105/2009 s14;126/2013;129/2019 Changes respecting general partner 15(1) A registered designated extra-provincial limited partnership shall give the Registrar notice of (

a) a person becoming or ceasin g to be a general partner, or (

b) a change in the name or address of any of its general partners.

(2) A notice referred to in subsection (1) must include (

a) where a person is becoming a general partner under subsection (1)(a), the address of that person, and (

b) any other information required by the Registrar.

(3) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial limited partnership to change its general partners or to report a change in the name or address of any of its general partners have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 105/2009 s15;126/2013;129/2019

Section 16 AR 105/2009 PARTNERSHIP REGULATION 11 Application to cancel registration 16(1) A registered designated extra-provincial limited partnership that ceases to carry on business in Alberta may apply to cancel its registration.

(2) An application referred to in subsection (1) must (

a) repealed AR 129/2019 s11; (a.1) include any information required by the Registrar, and (

b) contain a statement that the registered designated extra-provincial limited partnership has ceased to carry on business in Alberta. AR 105/2009 s16;126/2013;129/2019 Mandatory cancellation of registration 16.1(1) A registered designated extra-provincial limited partnership must apply to cancel its registration in Alberta when (

a) it no longer has a ny limited partners, (

b) it has been dissolved in its home jurisdiction, or (

c) its registration in its hom e jurisdiction has been cancelled.

(2) An application referred to in subsection (1) must (

a) be submitted by any person who was a partner at the time of the applicable event in subsection (1), or anyone authorized by the registered designated extra-provincial limited partnership before the applicable event in subsection (1), (

b) contain a statement of the applicable circumstance in subsection (1), and (

c) include any information required by the Registrar. AR 126/2013 s9;129/2019 Cancellation of registration without notice 17 The Registrar may, without notice, cancel the registration of a designated extra-provincial limited partnership (

a) if the designated extra-provincial limited partnership has applied to cancel its registration, (a.1) if the designated extra-provincial limited partnership n o longer has any limited partners,

Section 18 AR 105/2009 PARTNERSHIP REGULATION 12 (

b) on the dissolution of the designated extra-provincial limited partnership in its home jurisdiction, or (

c) on the cancellation of the r egistration of the designated extra-provincial limited partnership in its home jurisdiction. AR 105/2009 s17;126/2013 Application of provisions of Act 18 Sections 52 and 69 to 72 of the Act do not apply to a designated extra-provincial limited partnership.

Designated Extra-provincial Limited Liability Partnerships Registrations and filings of designated extra-provincial limited liability partnerships 19 A designated extra-provincial limited liability partnership may not apply for registration or submit information or a document for filing under the Act except in accordance with this Division.

Registration 20(1) A designated extra-provincial limited liability partnership may apply to the Registrar to be registered as an extra-provincial limited liability partnership. (2) Subsection (1) does not apply where the Alberta governing body of any of the eligible professions in which the partners in the partnership carry on practice has passed a rule or bylaw prohibiting persons who carry on practice in the eligible profession from doing so in a limited liability partnership under the Act.

(3) An application referred to in subsection (1) must (

a) be submitted to the home registrar, and (

b) include the following information and documents: (

i) the name of the designated extra-provincial limited liability partnership; (ii) a statement identifying the home jurisdiction of the designated extra-provincial limited liability partnership; (iii) the eligible profession or professions in which the partners carry on practice or, if the partners do not

Section 20 AR 105/2009 PARTNERSHIP REGULATION 13 carry on practice in an eligible profession, the other business of the partners; (iv) if the partners are enga ged in an eligible profession, confirmation that the designated extra-provincial limited liability partnership possesses a current statement that meets the requirements of

section 94(3)(b)(ii) of the Act; (

v) the address of the head office of the designated extra-provincial limited liability partnership; (vi) the appointment of the d esignated extra-provincial limited liability partnership’s attorney for service and, if applicable, alternative attorney for service, including the attorney’s and alternative attorney’s name, firm name, physical address and, if different from the physical address, mailing address; (vii) any other information required by the Registrar.

(3.1) The physical address and, if different from the physical address, the mailing address referred to in subsection (3)(b)(vi) must be located in Alberta.

(4) If the Registrar is satisfied that all of the information and documents necessary for a designated extra-provincial limited liability partnership to be registered as an extra-provincial limited liability partnership have been received in the form specified in the applicable agreement, the Registrar shall register the designated extra-provincial limited liability partnership and issue a certificate of registration.

(5) A certificate of registration issued by the Registrar is conclusive evidence that the designated extra-provincial limited liability partnership named in the certificate is registered under the Act.

(6) The registration of an extra-provincial limited liability partnership is not adversely affected by errors in the application, in the information collected under subsection (3)(b)(i), (iii) or (iv) or

section 32 or by changes in the filed information that occur after the date of registration.

(7) The registration of a designated extra-provincial limited liability partnership is not adversely affected by a change in the partners in the partnership. AR 105/2009 s20;126/2013

Section 21 AR 105/2009 PARTNERSHIP REGULATION 14 Head office 21(1) If a designated extra-provincial limited liability partnership has a registered office in its governing jurisdiction, the designated extra-provincial limited liability partnership may specify the address of its registered office as the address of its head office.

(2) If a registered designated extra-provincial limited liability partnership that has specified the address of its registered office as the address of its head office ceases to have a registered office in its governing jurisdiction, the address of the former registered office continues to be the address of the head office in the records of the Registrar until the head office is changed in accordance with

section 25. Attorney for service 22(1) A designated extra-provincial limited liability partnership may appoint an individual as its alternative attorney if that individual is (

a) a member of a partnership o f which the attorney is also a member, or (

b) an assistant manager of the designated extra-provincial limited liability partnership and the attorney is the manager for Alberta of the designated extra-provincial limited liability partnership.

(2) A designated extra-provincial limited liability partnership shall ensure that the address of its attorney is an office that is (

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

b) readily identifiable from the physical address. Partnership list 23 A designated extra-provincial limited liability partnership shall keep at the office of its attorney for service a list of the Alberta partners in the limited liability partnership and shall forthwith provide the following information to any person who requests it: (

a) a list of the Alberta par tners in the limited liability partnership; (

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

Section 24 AR 105/2009 PARTNERSHIP REGULATION 15 Changes in name 24(1) If a registered designated extra-provincial limited liability partnership changes its name, it shall, within one month after the effective date of the change, give notice to the Registrar that it has changed its name.

(2) A notice referred to in subsection (1) must be submitted to the home registrar and must include any information required by the Registrar.

(3) If the Registrar is satisfied that all of the information and documents necessary for a registered designated limited liability partnership to change its name have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 105/2009 s24;126/2013 Changes in head office 25(1) If a registered designated extra-provincial limited liability partnership changes its head office, it shall, within one month after the effective date of the change, give notice of the change in head office to the Registrar.

(2) The notice referred to in subsection (1) must (

a) be submitted to the home registrar, (

b) include the address of the new head office, and (

c) include any information required by the Registrar.

(3) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial limited liability partnership to change its head office have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents.

AR 105/2009 s25;126/2013 Changes in attorney for service 26(1) If an attorney of a registered designated extra-provincial limited liability partnership dies or resigns or the attorney’s appointment is revoked, the registered designated extra-provincial limited liability partnership shall forthwith give the Registrar notice of an appointment of an individual as its attorney for service.

(2) A registered designated extra-provincial limited liability partnership shall give the Registrar a notice of any change in the name, firm name or address of its attorney or alternative attorney.

Section 27 AR 105/2009 PARTNERSHIP REGULATION 16

(3) An attorney for a registered designated extra-provincial limited liability partnership who intends to resign shall (

a) give not less than 60 days’ notice to the registered designated extra-provincial limited liability partnership at its head office, and (

b) give the Registrar a copy of the notice.

(4) A notice under subsection (1), (2) or (3) must (

a) be submitted to the home registrar, (

b) include the attorney’s and any alternative attorney’s nam e, firm name, physical address and, if different from the physical address, mailing address, and (

c) include any information required by the Registrar.

(4.1) The physical address and, if different from the physical address, the mailing address referred to in subsection (4)(

b) must be located in Alberta.

(5) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial limited liability partnership to change its attorney for service have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 105/2009 s26;126/2013 Application to cancel registration 27(1) A registered designated extra-provincial limited liability partnership that ceases to carry on business in Alberta may apply to cancel its registration.

(2) An application referred to in subsection (1) must (

a) be submitted to the home registrar, (

b) contain a statement that the registered designated extra-provincial limited liability partnership has ceased to carry on business in Alberta, and (

c) include any information required by the Registrar. AR 105/2009 s27;126/2013 Cancellation of registration without notice 28(1) The Registrar may, without notice, cancel the registration of a designated extra-provincial limited liability partnership

Section 29 AR 105/2009 PARTNERSHIP REGULATION 17 (

a) if the designated extra-provincial limited liability partnership has applied to cancel its registration, (

b) where the partners of the designated extra-provincial limited liability partnership carry on practice in an eligible profession or professions, 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 (

i) no statement referred t o in a confirmation provided under

section 20(3)(b)(ii) had been given in respect of the designated extra-provincial limited liability partnership at the time of its registration, or (ii) the designated extra-pr ovincial limited liability partnership or one or more of the partners no longer satisfy the criteria set out in

section 94(3)(b)(ii)(

A) and (

B) of the Act, (

c) if the designated extra-provincial limited liability partnership no longer has the status of a limited liability partnership in its governing jurisdiction, or (

d) on the cancellation of the r egistration of the designated extra-provincial limited liability partnership in its governing jurisdiction.

(2) Notwithstanding any other provision of this Regulation, if the Registrar cancels the registration of a designated extra-provincial limited liability partnership under subsection (1)(b)(i),

section 93 of the Act applies to the designated extra-provincial limited liability partnership as if the designated extra-provincial limited liability partnership had never been registered under the Act. Cancellation of registration with notice 29(1) Subject to subsection (2), the Registrar may cancel the registration of a designated extra-provincial limited liability partnership if the designated extra-provincial limited liability partnership (

a) does not have an a ttorney for service, or (

b) has otherwise contravened

Part 3 of the Act or this Regulation.

(2) The Registrar shall not cancel the registration of a designated extra-provincial limited liability partnership under subsection (1) until

Section 30 AR 105/2009 PARTNERSHIP REGULATION 18 (

a) the Registrar has given at least 120 days’ notice of the proposed cancellation with the Registrar’s reasons for it (

i) to the designated extra-provincial limited liability partnership by mail addressed to its head office, and (ii) to its attorney by mail addressed to the attorney, a n d (

b) the Registrar has published a notice of the proposed cancellation in the Registrar’s periodical or The Alberta Gazette.

(3) A notice of a proposed cancellation sent by ordinary mail to a registered designated extra-provincial limited liability partnership or to its attorney in accordance with subsection (2) is deemed to have been received at the time it would be delivered in the ordinary course of mail despite the fact that it is returned as undeliverable. Notice to and service on a designated extra-provincial limited liability partnership 30(1) A notice or document that is required or permitted to be sent to or served on a designated extra-provincial limited liability partnership may be (

a) delivered to its attorney for service or to an individual who is its alternative attorney for service according to the Registrar’s records, or (

b) delivered to or sent by registered mail to the address, according to the Registrar’s records, of its attorney for service.

(2) A notice or document sent by registered mail to a designated extra-provincial limited liability partnership 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 designated extra-provincial limited liability partnership did not receive the notice or document at that time or at all. Application of provisions of Act 31

Part 3 of the Act, except sections 81, 93, 96, 99, 104 and 104.1 of that Act, does not apply to a designated extra-provincial limited liability partnership.

Section 32 AR 105/2009 PARTNERSHIP REGULATION 19 General Matters Collection of information 32(1) The Registrar may, with respect to a designated extra-provincial limited liability partnership, collect from a designated extra-provincial registrar any information or documents specified in the applicable agreement that are submitted to or held by the designated extra-provincial registrar, including, without limitation, information and documents respecting the following: (

a) the application for registration of a designated extra-provincial limited liability partnership; (

b) a change in the name of a registered designated extra-provincial limited liability partnership; (

c) the application to cancel its registration of a designated extra-provincial limited liability partnership; (

d) a change in the head office of a registered designated extra-provincial limited liability partnership; (

e) a change in the attorney for service of a registered designated extra-provincial limited liability partnership or in the address of the attorney for service; (

f) a registered designated ex tra-provincial limited liability partnership ceasing to have the status of a limited liability partnership in its governing jurisdiction; (

g) the cancellation of the registration of a registered designated extra-provincial limited liability partnership in its governing jurisdiction; (

h) a correction of information or documents relating to a registered designated extra-provincial limited liability partnership.

(2) The Registrar may, with respect to a designated extra-provincial limited partnership, collect from a designated extra-provincial registrar any information or documents that are submitted to or held by the designated extra-provincial registrar, including, without limitation, information and documents respecting the following: (

a) the registration status and change of status of a designat ed extra-provincial limited partnership; (

b) the name or change in the name of a designated extra-provincial limited partnership;

Section 33 AR 105/2009 PARTNERSHIP REGULATION 20 (

c) the name and address of the general partners of a designated extra-provincial limited partnership or any changes in the name or address of a general partner; (

d) the dissolution of a desig nated extra-provincial limited partnership in its home jurisdiction; (

e) the cancellation of the registration of a designated extra-provincial limited partnership in its home jurisdiction; (

f) a correction of information or documents relating to a designated extra-provincial limited partnership.

(3) Information and documents referred to in this

section may be collected (

a) from the home registrar, or (

b) using any system or method designed for the sharing of information between the Registrar and extra-provincial registrars, including a system or method involving a third party.

(4) The Registrar may file any information or documents collected under this

section in the records of the Registrar. AR 105/2009 s32;126/2013;129/2019 Complete information required 33(1) The Registrar may decline to file any information or document or to issue any document in respect of any matter relating to a designated extra-provincial limited partnership or a designated extra-provincial limited liability partnership, including, without limitation, the registration of the designated extra-provincial limited partnership or the designated extra-provincial limited liability partnership, until the Registrar has received from the home registrar the information and documents relating to the matter (

a) that are required to be su bmitted to the home registrar by the designated extra-provincial limited liability partnership, and (

b) that the Registrar requires that are held by the home registrar. (2) Subsection (1) applies despite any inconsistency or conflict with a provision of

Part 2 of the Act, or a provision of this Regulation. AR 105/2009 s33;126/2013;129/2019

Section 34 AR 105/2009 PARTNERSHIP REGULATION 21 Form of submissions 34(1) An application, request, notice, information or document required to be submitted under this Regulation must be in the form or electronic format established by (

a) the home registrar for a designated extra-provincial limited liability partnership, and (

b) the home registrar for a designated extra-provincial limited partnership.

(2) A person making an application, request, notice, information or document required to be submitted under this Regulation must comply with the security and identification requirements established by the Registrar. AR 105/2009 s34;126/2013;129/2019;158/2025 Registration statement and certificate of registration 35(1) The Registrar shall send a registration statement issued under this Division to the general partner of the designated extra-provincial limited partnership.

(2) The Registrar shall send a certificate of registration issued under this Division to the attorney for service of the designated extra-provincial limited liability partnership. Fee exemption 36(1) A designated extra-provincial limited partnership is exempt from the requirement to pay a fee in respect of its application for registration or the filing of information and documents related to its registration under the Act.

(2) A designated extra-provincial limited liability partnership is exempt from the requirement to pay a fee in respect of its application for registration or the filing of information and documents related to its registration under the Act. Transitional Transitional 37(1) Where an extra-provincial limited partnership formed in the jurisdiction of a designated extra-provincial registrar was registered as an extra-provincial limited partnership immediately before that extra-provincial registrar was designated under

section 7, the extra-provincial limited partnership is deemed to be registered under

section 80.1 of the Act.

Section 38 AR 105/2009 PARTNERSHIP REGULATION 22

(2) Where an extra-provincial limited liability partnership for which the governing jurisdiction is the jurisdiction of a designated extra-provincial registrar was registered as an extra-provincial limited liability partnership immediately before that extra-provincial registrar was designated under

section 7, the extra-provincial limited liability partnership is deemed to be registered under

section 104.1 of the Act.

(3) The representative partner of an extra-provincial limited liability partnership referred to in subsection (2) is deemed to be the attorney for service for the extra-provincial limited liability partnership and the residential address of the representative partner is deemed to be the address of the attorney for service until a notice of change of attorney is filed. AR 105/2009 s37;126/2013

Part 3 Repeal, Expiry and Coming into Force Repeal 38 The Partnership Regulation (AR 276/99) is repealed. Expiry 39 For the purpose of ensuring that this Regulation is reviewed for ongoing relevancy and necessity, with the option that it may be repassed in its present or an amended form following a review, this Regulation expires on October 31, 2028. AR 105/2009 s39;126/2013;129/2019;98/2021;100/2025 Coming into force 40 This Regulation comes into force on April 27, 2009.

Printed on Recycled Paper *9780779856244*

Document details

Collection	Alberta — Regulations
Citation	Alta. Reg. 105/2009
Type	regulation
Volume / chapter	2009 105
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	cc75d91a6b0065416a889eeddfe1ceb08ed06432

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