[Return to: 2004 Bills Home Page]
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TITLE | CHAPTER NUMBER |
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| 35 | PARTNERSHIP AMENDMENT ACT, 2004 | c. 38 | |||||||
Commencement:
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(k) for filing a registration statement under Part 6 |
$275 | |
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(l) for filing an amendment to a registration statement under Part 6 |
$30 | |
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(m) for filing an annual report |
$35 | . |
7 The following Part is added:
Part 6 -- Limited Liability Partnerships
Division 1 -- Interpretation and Application
94 In this Part:
"delivery address" means a unique and identifiable location in British Columbia that is accessible to the public during normal business hours for the delivery of records, but does not include a post office box;
"distribution" means a transfer by a partnership of some or all of the partnership property to a partner or to an assignee of a partner's share in the partnership;
"extraprovincial limited liability partnership" means a foreign partnership that is registered as an extraprovincial limited liability partnership under this Part;
"filed" has the same meaning as in the Business Corporations Act, and, for that purpose, section 408 of that Act applies;
"foreign partnership" means a partnership that has a governing jurisdiction other than British Columbia;
"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;
"limited liability partnership" means a partnership registered as a limited liability partnership under this Part;
"mailing address" includes the correct postal code or equivalent, if any;
"partnership" includes "firm" unless the context otherwise requires;
"partnership obligation" means any debt, obligation or liability of a partnership, other than debts, obligations or liabilities of partners as among themselves or as among themselves and the partnership;
"profession" means a profession or occupation that is governed or regulated by
(a) an Act, and
(b) a body created by or under an Act;
"professional partnership" means a partnership through which one or more persons carry on the practice of a profession;
"register" means the information that is maintained by the registrar from records filed or registered with the registrar;
"registered general partnership" means a general partnership in relation to which a registration statement is filed under Part 4.
95 (1) Subject to subsection (2), section 1 and Parts 1, 2, 4 and 5 apply to limited liability partnerships.
(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.
Division 2 -- Formation of Limited Liability
Partnerships
96 (1) Subject to this Part, the partners of a partnership, including, without limitation, the partners of a limited partnership, may apply to register the partnership as a limited liability partnership.
(2) In order for a partnership to be registered as a limited liability partnership, there must be filed with the registrar, on behalf of the partnership, a registration statement in the form established by the registrar.
(3) A registration statement may be filed on behalf of the partnership under subsection (2) by
(a) a person who has received the approval of all of the partners to do so, or
(b) if the partnership agreement authorizes the filing of a registration statement for the partnership under subsection (2), any person.
(4) A registration statement referred to in subsection (2) must
(a) set out
(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,
(b) set out the mailing address and delivery address of the office that is to be the registered office of the partnership after it is registered as a limited liability partnership,
(c) if the partnership is a professional partnership,
(i) indicate that fact, and
(ii) confirm that the partnership is authorized, within the meaning of section 97, to register as a limited liability partnership,
(d) if the partnership is a limited partnership or a registered general partnership, indicate that fact,
(e) contain a statement that
(i) the person submitting the registration statement for filing has received the approval of all of the partners to file that registration statement, or
(ii) the partnership agreement authorizes the filing of a registration statement for the partnership under subsection (2), and
(f) set out any other information required by the regulations.
(5) The allegations contained in a registration statement filed under this section are evidence of the information contained in those allegations.
97 If a partnership that wishes to register as a limited liability partnership is a professional partnership, that partnership must not register as a limited liability partnership unless
(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
(b) any prerequisites to that authorization that have been established under that Act have been met by the partnership.
98 (1) If a registration statement submitted to the registrar under section 96 is satisfactory to the registrar, the registrar must
(a) file the registration statement,
(b) publish in the prescribed manner a notice of the registration of the partnership as a limited liability partnership, and
(c) acknowledge receipt and filing of the registration statement, and the date it was filed, by
(i) sending an acknowledgement by mail, fax or electronic means to the person who submitted the registration statement for filing, and
(ii) sending an acknowledgement and a copy of the registration statement to the registered office of the partnership.
(2) On the filing of a registration statement under this Part, the partnership in relation to which the statement was filed is registered as a limited liability partnership.
99 Subject to any agreement among the partners, the registration of a partnership as a limited liability partnership does not cause the dissolution of the partnership, and the limited liability partnership continues as the same partnership that existed before the conversion.
100 A limited liability partnership must have the words "Limited Liability Partnership", "Société à Responsabilité Limitée" or "Société en nom collectif à responsabilité limitée" or the abbreviation "LLP", "SRL" or "SENCRL" as part of and at the end of its business name.
101 Whether or not the requirements precedent and incidental to registration have been complied with, a notation in the register that a partnership has been registered as a limited liability partnership is conclusive evidence for the purposes of this Act and for all other purposes that the partnership has been duly registered as a limited liability partnership on the date and time shown in the register.
102 A change in the partnership does not affect the partnership's status as a limited liability partnership.
Division 3 -- Effect of Registration
103 (1) In this section:
"limited partnership" means a partnership for which a limited partnership certificate is filed under Part 3;
"limited partnership certificate" has the same meaning as "certificate" in section 48.
(2) If a limited partnership is registered as a limited liability partnership,
(a) the limited partnership certificate for the partnership is cancelled,
(b) the partnership ceases to be a limited partnership, and
(c) Part 3 ceases to apply to the partnership.
(3) If a registered general partnership is registered as a limited liability partnership,
(a) the partnership's registration under Part 4 is cancelled,
(b) the partnership ceases to be a registered general partnership, and
(c) sections 80.1 to 88, 90 and 90.3 (a) (ii) cease to apply to the partnership.
104 (1) Except as provided in this Part, in another Act or in a partnership agreement, a partner in a limited liability partnership
(a) is not personally liable for a partnership obligation merely because that person is a partner,
(b) is not personally liable for an obligation under an agreement between the partnership and another person, and
(c) is not personally liable to the partnership or another partner for an obligation to which paragraph (a) or (b) applies.
(2) Subsection (1) does not relieve a partner in a limited liability partnership from personal liability
(a) for the partner's own negligent or wrongful act or omission, or
(b) for the negligent or wrongful act or omission of another partner or an employee of the partnership if the partner seeking relief
(i) knew of the act or omission, and
(ii) did not take the actions that a reasonable person would take to prevent it.
(3) Subsection (1) does not protect a partner's interest in the partnership property from claims against the partnership respecting a partnership obligation.
105 (1) Partners in a limited liability partnership are personally liable for a partnership obligation if and to the same extent that they would be liable for the obligation if
(a) the obligation was an obligation of a corporation, and
(b) they were directors of that corporation.
(2) Nothing in subsection (1) imposes on partners the duties imposed on directors of corporations at common law or under section 142 of the Business Corporations Act.
(3) If a corporation is a partner in a limited liability partnership, the directors of the corporation are jointly and severally liable for any liability imposed on the corporation under subsection (1) of this section or section 104 (2).
(4) Subsection (3) does not apply to a director who dissented to, or took the actions a reasonable person would take to prevent, the act or omission that resulted in the liability.
106 Nothing in this Part limits the liability of partners in a limited liability partnership in respect of any partnership obligation that
(a) arose before the partnership became a limited liability partnership, or
(b) arose out of a contract entered into before the partnership became a limited liability partnership.
Division 4 -- Obligations of Limited Liability
Partnerships
107 Promptly after a partnership is registered as a limited liability partnership, the partnership must take reasonable steps to notify all of its existing clients in writing of the registration and the changes, resulting from that registration, in the liability of the partners.
108 (1) A limited liability partnership must have a registered office in British Columbia.
(2) Without limiting any other enactment, a record may be served on a limited liability partnership by delivering the record to the delivery address, or by mailing it by registered mail to the mailing address, for the registered office of the limited liability partnership.
109 (1) A limited liability partnership must keep at its registered office a current and alphabetical list of its partners, including the full name and prescribed address of each partner.
(2) A limited liability partnership must make available for inspection and copying during normal business hours, at the request of any person and on payment by that person of any fee charged under subsection (3),
(a) the list kept under subsection (1), and
(b) a list of the persons, with their prescribed addresses, who were partners in the limited liability partnership on a particular date, specified in the request, that is after the date on which the partnership was registered as a limited liability partnership.
(3) A limited liability partnership may, for any list made available under subsection (2), charge a fee that is not greater than the amount prescribed.
110 (1) A limited liability partnership must annually, within 2 months after each anniversary of the date on which the partnership was registered as a limited liability partnership, file with the registrar an annual report in the form established by the registrar at the time and containing information that is current to the most recent anniversary.
(2) A limited liability partnership that has not filed with the registrar one or more annual reports under this Act must remedy that default before filing with the registrar any other annual report under this Act.
111 (1) If, at any time, information included in a registration statement under section 96 (4) or this section changes, the limited liability partnership must promptly file an amendment to the registration statement, in the form established by the registrar, indicating the change.
(2) If an amendment is filed under subsection (1) of this section, section 98 (1) applies to the amendment and, for that purpose, a reference in section 98 to a registration statement is deemed to be a reference to that amendment.
112 (1) A limited liability partnership
(a) must not make a distribution in connection with winding up its affairs or after it has ceased to carry on business unless all partnership obligations have been paid or satisfactory provision for their payment has been made, and
(b) in circumstances other than in connection with winding up its affairs, must not make a distribution if the limited liability partnership would, after the distribution, be unable to pay its partnership obligations as they come due in the ordinary course of business.
(2) Despite subsection (1) (a), if a partner has expended money for the benefit of a limited liability partnership or has made a loan to the partnership, other than for or in relation to an acquisition by the partner of an interest in the partnership, the partner is entitled to receive a prorated payment with all other creditors of the same class of the limited liability partnership.
(3) Subsection (1) does not prohibit a payment made as reasonable compensation for current services provided by a partner to the limited liability partnership.
113 (1) A partner in a limited liability partnership who receives a distribution contrary to section 112 (1) is liable to the limited liability partnership for the positive difference between
(a) the lesser of
(i) the value of the partnership property received by the partner, and
(ii) the amount necessary to discharge partnership obligations that existed at the time of the distribution, and
(b) the amount the partner is entitled to receive under section 112 (2) or (3), as the case may be.
(2) Partners in a limited liability partnership who authorize a distribution contrary to section 112 (1) are jointly and severally liable to the limited liability partnership for any amount for which the partner who received the distribution is liable under subsection (1) of this section, to the extent that the amount is not recovered from that partner.
(3) Proceedings to enforce a liability under this section may be brought by the limited liability partnership, any partner in the limited liability partnership or any person to whom the limited liability partnership was obligated at the time of the distribution to which the liability relates.
(4) Proceedings to enforce a liability under this section must be commenced no later than 2 years after the date of the distribution to which the liability relates.
Division 5 -- Extraprovincial Limited Liability
Partnerships
114 Whether or not a foreign partnership has, in a jurisdiction other than British Columbia, the status of, or a status equivalent to that of, a limited liability partnership, the liability attributable to the foreign partnership and its partners while the foreign partnership is carrying on business in British Columbia is the same as the liability that is attributable to a general partnership and its partners unless that foreign partnership is registered as an extraprovincial limited liability partnership.
115 (1) Subject to section 116, a foreign partnership that wishes to register as an extraprovincial limited liability partnership may apply to register the foreign partnership as an extraprovincial limited liability partnership if the foreign partnership has the status of, or a status equivalent to that of, a limited liability partnership under the laws of its governing jurisdiction.
(2) In order for a foreign partnership to be registered as an extraprovincial limited liability partnership, there must be filed with the registrar, on behalf of the foreign partnership, a registration statement in the form established by the registrar.
(3) A registration statement may be filed on behalf of a foreign partnership under subsection (2) by
(a) a person who has received the approval of all of the partners to do so, or
(b) if the foreign partnership agreement authorizes the filing of a registration statement for the foreign partnership under subsection (2), any person.
(4) A registration statement referred to in subsection (2) must
(a) set out
(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,
(b) set out the mailing address and delivery address of the office that is to be the registered office, if any, of the foreign partnership after it is registered as an extraprovincial limited liability partnership,
(c) identify the governing jurisdiction of the foreign partnership,
(d) set out the full name, mailing address and delivery address of each person, if any, who is to be an attorney for the foreign partnership after it is registered as an extraprovincial limited liability partnership,
(e) confirm that the foreign partnership has the status of, or a status equivalent to that of, a limited liability partnership under the laws of its governing jurisdiction,
(f) if the foreign partnership is a professional partnership,
(i) indicate that fact, and
(ii) confirm that the foreign partnership is authorized, within the meaning of section 116, to register as an extraprovincial limited liability partnership,
(g) if the foreign partnership is a limited partnership, indicate that fact,
(h) contain a statement that
(i) the person submitting the registration statement for filing has received the approval of all of the partners to file that registration statement, or
(ii) the foreign partnership agreement authorizes the filing of a registration statement for the foreign partnership under subsection (2), and
(i) set out any other information required by the regulations.
(5) The allegations contained in a registration statement filed under this section are evidence of the information contained in those allegations.
116 If a foreign partnership that wishes to register as an extraprovincial limited liability partnership is a professional partnership, that foreign partnership must not register as an extraprovincial limited liability partnership unless
(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
(b) any prerequisites to that authorization that have been established under that Act have been met by the foreign partnership.
117 Sections 98, 99, 101 and 102 apply to the registration of an extraprovincial limited liability partnership.
118 (1) The business name of an extraprovincial limited liability partnership must
(a) contain the words and abbreviations required under the law of its governing jurisdiction, and
(b) comply with section 100.
(2) In the event of a conflict between the requirements under subsection (1) (a) of this section and the requirements under subsection (1) (b), the requirements under subsection (1) (b) prevail.
119 (1) In this section, "limited partnership" means a limited partnership, formed outside British Columbia, that has been registered under section 80.
(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.
120 Promptly after a foreign partnership is registered as an extraprovincial limited liability partnership, the foreign partnership must take reasonable steps to notify all of its clients in British Columbia in writing of the registration and the changes, resulting from that registration, in the liability of the partners.
121 (1) An extraprovincial limited liability partnership may have a registered office in British Columbia.
(2) An extraprovincial limited liability partnership that has a registered office in British Columbia must
(a) keep at that registered office a current and alphabetical list of its British Columbia partners, including the full name and prescribed address of each British Columbia partner, and
(b) make available for inspection and copying during normal business hours, at the request of a person and on payment by that person of any fee charged under subsection (3),
(i) the list kept under paragraph (a), and
(ii) a list of the persons, with their prescribed addresses, who were British Columbia partners in the extraprovincial limited liability partnership on a particular date, specified in the request, that is after the date on which the partnership was registered as an extraprovincial limited liability partnership.
(3) An extraprovincial limited liability partnership may, for any list made available under subsection (2) (b), charge a fee that is not greater than the amount prescribed.
(4) Without limiting any other enactment, a record may be served on an extraprovincial limited liability partnership by delivering the record to the delivery address, or by mailing it by registered mail to the mailing address, for the registered office, if any, of the extraprovincial limited liability partnership.
122 (1) An extraprovincial limited liability partnership that does not have a registered office in British Columbia must have an attorney.
(2) For the purposes of this Division, the attorney for an extraprovincial limited liability partnership must be
(a) an individual who is resident in British Columbia, or
(b) a company within the meaning of the Business Corporations Act.
(3) The mailing address and delivery address of an attorney must be,
(a) if the attorney is an individual, the mailing address and delivery address of the office in British Columbia at which the individual can usually be reached during normal business hours, or
(b) if the attorney is a company, the mailing address and delivery address of that company's registered office.
123 (1) An attorney for an extraprovincial limited liability partnership
(a) is deemed to be authorized by the extraprovincial limited liability partnership
(i) to accept service of process on its behalf in each legal proceeding by or against it in British Columbia, and
(ii) to receive each notice to it,
(b) must keep at the attorney's delivery address a current and alphabetical list of the extraprovincial limited liability partnership's British Columbia partners, including the full name and prescribed address of each British Columbia partner, and
(c) must make available for inspection and copying during normal business hours, at the request of a person and on payment by that person of any fee charged under subsection (2),
(i) the list kept under paragraph (b) of this subsection, and
(ii) a list of the persons, with their prescribed addresses, who were British Columbia partners in the extraprovincial limited liability partnership on a particular date, specified in the request, that is after the date on which the partnership was registered as an extraprovincial limited liability partnership.
(2) An attorney may, for any list made available under subsection (1) (c), charge a fee that is not greater than the amount prescribed.
124 (1) An extraprovincial limited liability partnership must annually, within 2 months after each anniversary of the date on which the partnership was registered as an extraprovincial limited liability partnership, file with the registrar an annual report in the form established by the registrar at the time and containing information that is current to the most recent anniversary.
(2) An extraprovincial limited liability partnership that has not filed with the registrar one or more annual reports under this Act must remedy that default before filing with the registrar any other annual report under this Act.
125 (1) Except as provided in another Act, the law of the governing jurisdiction of an extraprovincial limited liability partnership applies
(a) to the organization and internal affairs of the extraprovincial limited liability partnership, and
(b) to the liability of the extraprovincial limited liability partnership and its partners for debts, obligations and liabilities of or chargeable to the extraprovincial limited liability partnership or its partners.
(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.
Division 6 -- Winding Up and Cancellation of
Registration
126 (1) On the dissolution of a limited liability partnership or an extraprovincial limited liability partnership, the limited liability partnership or extraprovincial limited liability partnership must submit to the registrar for filing a notice, in the form established by the registrar, advising the registrar of the dissolution of the limited liability partnership or extraprovincial limited liability partnership.
(2) For the purposes of subsection (1), any person who was a partner of the limited liability partnership or extraprovincial limited liability partnership at the time of its dissolution may file the required notice.
127 (1) Despite the dissolution of a limited liability partnership, Division 3 continues to apply to the partnership and its partners until the business and affairs of the limited liability partnership are wound up.
(2) If the affairs of a limited liability partnership are being wound up, the court may, on the application of any interested person, make any order respecting the limited liability partnership that could be made under section 325 of the Business Corporations Act respecting a corporation.
128 Despite the dissolution of an extraprovincial limited liability partnership, section 125 (1) (b) continues to apply to the partnership and its partners until the business and affairs of the extraprovincial limited liability partnership are wound up.
129 (1) Subject to subsections (2) and (3), the registrar may cancel the registration of
(a) a limited liability partnership if
(i) the limited liability partnership fails, in each of 2 consecutive years, to file an annual report required under section 110,
(ii) there is filed with the registrar a request, in the form established by the registrar, that the registration be cancelled and the request includes a statement that
(A) the person submitting the request for filing has received the approval of all of the partners to file the request, or
(B) the partnership agreement authorizes the filing of a request to cancel the registration of the partnership as a limited liability partnership,
(iii) the partnership is a professional partnership and the registrar is satisfied that the partnership is not, or is no longer, authorized, under section 97, to register as a limited liability partnership, or
(iv) the partnership requires the authorization of a person or other entity in order to be registered as a limited liability partnership and that person or other entity provides a notice to the registrar stating that that authorization has not been provided or has been revoked, or
(b) an extraprovincial limited liability partnership if
(i) the extraprovincial limited liability partnership fails, in each of 2 consecutive years, to file an annual report required under section 124,
(ii) there is filed with the registrar a request, in the form established by the registrar, that the registration be cancelled and the request includes a statement that
(A) the person submitting the request for filing has received the approval of all of the partners to file the request, or
(B) the foreign partnership agreement authorizes the filing of a request to cancel the registration of the foreign partnership as an extraprovincial limited liability partnership,
(iii) the partnership is a professional partnership and the registrar is satisfied that the partnership is not, or is no longer, authorized, under section 116, to register as an extraprovincial limited liability partnership, or
(iv) the registrar receives a notice from the person who, in the extraprovincial limited liability partnership's governing jurisdiction, holds a position equivalent to the registrar, stating that the extraprovincial limited liability partnership no longer has the status of a limited liability partnership in that jurisdiction.
(2) Before the registrar cancels a registration under subsection (1), the registrar must provide to the limited liability partnership or the extraprovincial limited liability partnership, as the case may be, a letter informing it of the intended cancellation.
(3) At any time later than one month after the date of the letter, the registrar may cancel the registration of the limited liability partnership or the extraprovincial limited liability partnership, as the case may be, unless the default is remedied or the registrar is satisfied that reasonable steps are being taken to remedy the default.
(4) Cancellation of the registration of a limited liability partnership or an extraprovincial limited liability partnership does not dissolve the limited liability partnership or the extraprovincial limited liability partnership, but instead only removes its status as a limited liability partnership or an extraprovincial limited liability partnership, as the case may be.
(5) On the cancellation of the registration of a partnership as a limited liability partnership or an extraprovincial limited liability partnership,
(a) if the partnership has British Columbia as its governing jurisdiction, this Act applies to that partnership as if it were a general partnership and section 104 ceases to apply to the partnership and its partners, and
(b) if the partnership is a foreign partnership, this Act applies to that partnership as if it were a foreign partnership that is not an extraprovincial limited liability partnership and section 125 (1) (b) ceases to apply to the partnership and its partners.
(6) A reference in section 82, as it applies to a partnership under subsection (5) (a) of this section, to "the formation of the firm" is deemed, for the purposes of subsection (5) (a), to be a reference to the cancellation of the partnership's registration as a limited liability partnership.
(7) Cancellation of the registration of a partnership as a limited liability partnership or an extraprovincial limited liability partnership does not affect the liability of a partner in the partnership in respect of any partnership obligation that
(a) arose before the cancellation of the registration of the partnership as a limited liability partnership or an extraprovincial limited liability partnership, or
(b) arose out of a contract entered into before the cancellation of the registration of a partnership as the limited liability partnership or an extraprovincial limited liability partnership.
Accountants (Certified General) Act
8 Section 11 of the Accountants (Certified General) Act, R.S.B.C. 1996, c. 2, is amended
(a) by renumbering subsection (1) as subsection (1.1) and by adding the following:
(1) In this section and in sections 11.1 and 11.2, "limited liability partnership" means a partnership registered as a limited liability partnership under Part 6 of the Partnership Act. , and
(b) in subsection (3), by adding the following paragraphs:
(t.1) granting authorization to members to provide accounting services to the public through limited liability partnerships;
(t.2) prerequisites, conditions, limitations and requirements for members to provide accounting services to the public through limited liability partnerships; .
9 The following sections are added:
11.1 The civil liability for professional negligence of a member is not affected by the fact that the member is providing accounting services through a limited liability partnership.
11.2 A member's relationship to a limited liability partnership as a partner, employee or contractor of the limited liability partnership does not affect, modify or diminish the application to the member of this Act or the bylaws.
Accountants (Chartered) Act
10 Section 1 of the Accountants (Chartered) Act, R.S.B.C. 1996, c. 3, is amended by adding the following definition:
"limited liability partnership" means a partnership registered as a limited liability partnership under Part 6 of the Partnership Act; .
11 Section 8 (2) is amended by adding the following paragraphs:
(u) granting authorization to members to provide accounting services to the public through limited liability partnerships;
(v) prerequisites, conditions, limitations and requirements for members to provide accounting services to the public through a licensed firm that is a limited liability partnership.
12 Section 14.3 is amended
(a) in subsection (1) by striking out everything after "the member" and by adding the following paragraphs:
(a) acted professionally as an employee on behalf of a licensed firm, or
(b) provided accounting services through a licensed firm that is a limited liability partnership. , and
(b) in subsection (2) (a) by striking out "or employee" and substituting ", partner or employee".
13 Section 15 (3) is amended by adding ", including a limited liability partnership," after "firm that is a partnership".
Accountants (Management) Act
14 Section 1 of the Accountants (Management) Act, R.S.B.C. 1996, c. 4, is amended by adding the following definition:
"limited liability partnership" means a partnership registered as a limited liability partnership under Part 6 of the Partnership Act; .
15 Section 15 (2) is amended by adding the following paragraphs:
(r.1) granting authorization to members to provide accounting services to the public through limited liability partnerships;
(r.2) prerequisites, conditions, limitations and requirements for members to provide accounting services to the public through limited liability partnerships; .
16 The following sections are added:
15.1 The civil liability for professional negligence of a member is not affected by the fact that the member is providing accounting services through a limited liability partnership.
15.2 A member's relationship to a limited liability partnership as a partner, employee or contractor of the limited liability partnership does not affect, modify or diminish the application to the member of this Act or the bylaws.
17 Section 1 (1) of the Business Corporations Act, S.B.C. 2002, c. 57, is amended in the definition of "limited liability company" by repealing paragraph (d) and substituting the following:
(d) is not a partnership, including, without limitation, a limited partnership or a limited liability partnership; .
Legal Profession Act
18 Section 80 of the Legal Profession Act, S.B.C. 1998, c. 9, is repealed and the following substituted:
80 In this Part:
"limited liability partnership" means a partnership registered as a limited liability partnership under Part 6 of the Partnership Act;
"permit" means a permit issued under section 82 and includes a permit and a renewal of a permit issued to a law corporation or personal law corporation under the Legal Profession Act, R.S.B.C. 1996, c. 255.
19 The following section is added:
83.1 The benchers may make rules
(a) authorizing lawyers and law corporations to carry on the practice of law through limited liability partnerships, and
(b) establishing prerequisites, conditions, limitations and requirements for lawyers and law corporations to carry on the practice of law through limited liability partnerships.
20 Section 84 (1) and (2) is repealed and the following substituted:
(1) The liability for professional negligence of a lawyer carrying on the practice of law is not affected by the fact that the lawyer is carrying on that practice
(a) as an employee, shareholder, officer, director or contractor of a law corporation or on its behalf, or
(b) through a limited liability partnership.
(2) The application of the provisions of this Act and the rules to a lawyer is not affected by the lawyer's relationship to
(a) a law corporation as an employee, shareholder, officer, director or contractor, or
(b) a limited liability partnership as a partner, employee or contractor.
Notaries Act
21 Section 1 of the Notaries Act, R.S.B.C. 1996, c. 334, is amended by adding the following definition:
"limited liability partnership" means a partnership registered as a limited liability partnership under Part 6 of the Partnership Act; .
22 Section 55 (2) is amended by adding the following paragraphs:
(e) authorizing members and notary corporations to carry on the business of providing notary services to the public through limited liability partnerships;
(f) establishing prerequisites, conditions, limitations and requirements for members and notary corporations to carry on the business of providing notary services to the public through limited liability partnerships.
23 Section 61 (1) and (2) is repealed and the following substituted:
(1) The liability for professional negligence of a member carrying on the notarial practice is not affected by the fact that the member is carrying on that practice
(a) as an employee of a notary corporation, or
(b) through a limited liability partnership.
(2) The application of the provisions of this Act, the regulations and the bylaws to a member is not affected by the member's relationship to
(a) a notary corporation as a shareholder, director, officer or employee, or
(b) a limited liability partnership as a partner or employee.
24 This Act comes into force by regulation of the Lieutenant Governor in Council.
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