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Limited Partnerships Act

R.S.O. 1990, CHAPTER L.16

Consolidation Period: From March 30, 2011 to the e-Laws currency date.

Last amendment: 2011, c. 1, Sched. 5, s. 6.

SKIP TABLE OF CONTENTS

CONTENTS

1.

Definitions

2.

Limited partnership

3.

Formation

4.

Record of limited partners

5.

General and limited partners

6.

Restriction in name of partnership

7.

Contribution of limited partner

8.

Rights of general partners

9.

Liability of limited partner

10.

Rights of limited partner

11.

Share of profits

12.

Business dealings by limited partner with partnership

13.

Limited partner in control of business

14.

Limited partners’ rights as between themselves

15.

Return of limited partner’s contribution

16.

Limited partner’s liability to partnership

17.

Admission of additional limited partners

18.

Interest assignable

19.

Change of firm name

20.

Ability to sue

21.

Dissolution of limited partnership

22.

Death of limited partner

23.

Declaration of dissolution

23.1

Delivery of notices

23.2

Cancellation of declaration

24.

Settling accounts on dissolution

25.

Declaration

26.

Record of limited partners

27.

Liability of limited partner

28.

Ability to sue

29.

Effect of false statement in declaration

30.

Effect of false statement in record of limited partners

31.

Liability of person mistakenly believing the person is a limited partner

32.

Authority to sign

33.

Access to documents

34.

Order for compliance

35.

Offences

35.1

Powers of Minister

35.2

Registrar’s regulations

36.

Regulations

Definitions

1.  In this Act,

“business” includes every trade, occupation and profession; (“entreprise”)

“extra-provincial limited partnership” means a limited partnership organized under the laws of a jurisdiction other than Ontario; (“société en commandite extraprovinciale”)

“person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative; (“personne”)

“prescribed” means prescribed in the regulations; (“prescrit”)

“Registrar” means the Registrar appointed under the Business Names Act. (“registrateur”) R.S.O. 1990, c. L.16, s. 1.

Limited partnership

2.  (1)  A limited partnership may, subject to this Act, be formed to carry on any business that a partnership without limited partners may carry on. R.S.O. 1990, c. L.16, s. 2 (1).

Whom to consist

(2)  A limited partnership shall consist of one or more persons who are general partners and one or more persons who are limited partners. R.S.O. 1990, c. L.16, s. 2 (2).

Formation

3.  (1)  A limited partnership is formed when a declaration is filed with the Registrar in accordance with this Act. R.S.O. 1990, c. L.16, s. 3 (1).

Declaration

(2)  A declaration shall be signed by all of the general partners desiring to form a limited partnership and shall state the prescribed information. R.S.O. 1990, c. L.16, s. 3 (2).

Expiry of declaration

(3)  Every declaration filed under subsection (1), including a declaration filed by an extra-provincial limited partnership, expires five years after its date of filing unless the declaration is cancelled by filing a declaration of dissolution or the declaration is replaced by filing a new declaration before the expiry date. R.S.O. 1990, c. L.16, s. 3 (3).

Subsequent filing

(4)  A limited partnership is not dissolved if a declaration expires, but an additional fee in the required amount is payable for the subsequent filing of a new declaration. 1998, c. 18, Sched. E, s. 161.

3.1  Repealed: 2004, c. 19, s. 15 (1).

Record of limited partners

4.  (1)  The general partners of every limited partnership other than an extra-provincial limited partnership shall maintain a current record of the limited partners stating, for each limited partner, the prescribed information. R.S.O. 1990, c. L.16, s. 4 (1).

Where record to be kept

(2)  The record of limited partners shall be kept at the limited partnership’s principal place of business in Ontario. R.S.O. 1990, c. L.16, s. 4 (2).

Rights to inspect

(3)  Upon request and without charge, any general partner must permit any person to inspect the record of limited partners during the normal business hours of the limited partnership and to make copies or take extracts from them. 1994, c. 27, s. 87 (2).

Registrar may require copy of record

(4)  The Registrar may at any time by written notice require any general partner to provide to the Registrar or any other person a copy of the record of limited partners. R.S.O. 1990, c. L.16, s. 4 (4).

Copy of record to be provided

(5)  Upon receipt of the Registrar’s notice, the general partner to whom it is directed shall, within the time specified in the notice, provide a copy of the record of limited partners to the Registrar or any other person specified in the notice. R.S.O. 1990, c. L.16, s. 4 (5).

General and limited partners

5.  (1)  A person may be a general partner and a limited partner at the same time in the same limited partnership. R.S.O. 1990, c. L.16, s. 5 (1).

Idem

(2)  A person who is at the same time a general partner and a limited partner in the same limited partnership has the rights and powers and is subject to the restrictions and liabilities of a general partner except that in respect of the person’s contribution as a limited partner the person has the same rights against the other partners as a limited partner. R.S.O. 1990, c. L.16, s. 5 (2).

Restriction in name of partnership

6.  (1)  The surname or a distinctive part of the corporate name of a limited partner shall not appear in the firm name of the limited partnership unless it is also the surname or a distinctive part of the corporate name of one of the general partners. R.S.O. 1990, c. L.16, s. 6 (1).

Liability if limited partner

(2)  Where the surname or a distinctive part of the corporate name of a limited partner appears in the firm name contrary to subsection (1), the limited partner is liable as a general partner to any creditor of the limited partnership who has extended credit without actual knowledge that the limited partner is not a general partner. R.S.O. 1990, c. L.16, s. 6 (2).

Use of term limited

(3)  Despite any Act, the word “Limited” may be used in the firm name but only in the expression “Limited Partnership”. R.S.O. 1990, c. L.16, s. 6 (3).

Contribution of limited partner

7.  (1)  A limited partner may contribute money and other property to the limited partnership, but not services. R.S.O. 1990, c. L.16, s. 7 (1).

Personal property

(2)  A limited partner’s interest in the limited partnership is personal property. R.S.O. 1990, c. L.16, s. 7 (2).

Rights of general partners

8.  A general partner in a limited partnership has all the rights and powers and is subject to all the restrictions and liabilities of a partner in a partnership without limited partners except that, without the written consent to or ratification of the specific act by all the limited partners, a general partner has no authority to,

(a) do any act in contravention of the partnership agreement;

(b) do any act which makes it impossible to carry on the ordinary business of the limited partnership;

(c) consent to a judgment against the limited partnership;

(d) possess limited partnership property, or assign any rights in specific partnership property, for other than a partnership purpose;

(e) admit a person as a general partner;

(f) admit a person as a limited partner, unless the right to do so is given in the partnership agreement; or

(g) continue the business of the limited partnership if a general partner dies, retires or becomes incapable as defined in the Substitute Decisions Act, 1992 or a corporate general partner is dissolved, unless the right to do so is given in the partnership agreement. R.S.O. 1990, c. L.16, s. 8; 2009, c. 33, Sched. 2, s. 44 (1).

Liability of limited partner

9.  Subject to this Act, a limited partner is not liable for the obligations of the limited partnership except in respect of the value of money and other property the limited partner contributes or agrees to contribute to the limited partnership, as stated in the record of limited partners. R.S.O. 1990, c. L.16, s. 9.

Rights of limited partner

10.  A limited partner has the same right as a general partner,

(a) to inspect and make copies of or take extracts from the limited partnership books at all times;

(b) to be given, on demand, true and full information concerning all matters affecting the limited partnership, and to be given a complete and formal account of the partnership affairs; and

(c) to obtain dissolution of the limited partnership by court order. R.S.O. 1990, c. L.16, s. 10.

Share of profits

11.  (1)  A limited partner has, subject to this Act, the right,

(a) to a share of the profits or other compensation by way of income; and

(b) to have the limited partner’s contribution to the limited partnership returned. R.S.O. 1990, c. L.16, s. 11 (1).

When profit may not be paid

(2)  No payment of a share of the profits or other compensation by way of income shall be made to a limited partner from the assets of the limited partnership or of a general partner if the payment would reduce the assets of the limited partnership to an amount insufficient to discharge the liabilities of the limited partnership to persons who are not general or limited partners. R.S.O. 1990, c. L.16, s. 11 (2).

Business dealings by limited partner with partnership

12.  (1)  A limited partner may loan money to and transact other business with the limited partnership and, unless the limited partner is also a general partner, may receive on account of resulting claims against the limited partnership with general creditors a prorated share of the assets, but no limited partner shall, in respect of any such claim,

(a) receive or hold as collateral security any of the limited partnership property; or

(b) receive from a general partner or the limited partnership any payment, conveyance or release from liability if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons who are not general or limited partners. R.S.O. 1990, c. L.16, s. 12 (1).

Rights of limited partner

(2)  A limited partner may from time to time,

(a) examine into the state and progress of the limited partnership business and may advise as to its management;

(b) act as a contractor for or an agent or employee of the limited partnership or of a general partner; or

(c) act as a surety for the limited partnership. R.S.O. 1990, c. L.16, s. 12 (2).

Limited partner in control of business

13.  (1)  A limited partner is not liable as a general partner unless, in addition to exercising rights and powers as a limited partner, the limited partner takes part in the control of the business. R.S.O. 1990, c. L.16, s. 13 (1).

Additional rights and powers

(2)  For the purposes of subsection (1), a limited partner shall not be presumed to be taking part in the control of the business by reason only that the limited partner exercises rights and powers in addition to the rights and powers conferred upon the limited partner by this Act. R.S.O. 1990, c. L.16, s. 13 (2).

Limited partners’ rights as between themselves

14.  (1)  Subject to subsection (2), limited partners, in relation to one another, share in the limited partnership assets,

(a) for the return of contributions; and

(b) for profits or other compensation by way of income on account of their contributions,

in proportion to the respective amounts of money and other property actually contributed by the limited partners to the limited partnership. R.S.O. 1990, c. L.16, s. 14 (1).

Priority agreement

(2)  Where there are several limited partners, the partners may agree that one or more of the limited partners is to have priority over other limited partners,

(a) as to the return of contributions;

(b) as to profits or other compensation by way of income; or

(c) as to any other matter,

but the terms of this agreement shall be set out in the partnership agreement. R.S.O. 1990, c. L.16, s. 14 (2).

Idem

(3)  Where the partnership agreement does not contain an agreement referred to in subsection (2), the shares of the limited partners in the partnership assets shall be determined in accordance with subsection (1). R.S.O. 1990, c. L.16, s. 14 (3).

Return of limited partner’s contribution

15.  (1)  A limited partner has the right to demand and receive the return of the limited partner’s contribution,

(a) upon the dissolution of the limited partnership;

(b) when the time specified in the partnership agreement for the return of the contribution occurs;

(c) after the limited partner has given six months notice in writing to all other partners, if no time is specified in the partnership agreement for the return of the contribution or for the dissolution of the limited partnership; or

(d) when all the partners consent to the return of the contribution. R.S.O. 1990, c. L.16, s. 15 (1).

Idem

(2)  Despite subsection (1), a limited partner is not entitled to receive any part of the limited partner’s contribution out of the limited partnership assets or from a general partner until,

(a) all liabilities of the limited partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains sufficient limited partnership assets to pay them; and

(b) the partnership agreement is terminated or so amended, if necessary, to set forth the withdrawal or reduction of the contribution. R.S.O. 1990, c. L.16, s. 15 (2).

Idem

(3)  A limited partner has, irrespective of the nature of the limited partner’s contribution, only the right to demand and receive money in return therefor, unless,

(a) the partnership agreement provides otherwise; or

(b) all the partners consent to some other manner of returning the contribution. R.S.O. 1990, c. L.16, s. 15 (3).

Dissolution

(4)  A limited partner is entitled to have the limited partnership dissolved and its affairs wound up where,

(a) the limited partner is entitled to the return of the limited partner’s contribution but, upon demand, the contribution is not returned to the limited partner; or

(b) the other liabilities of the limited partnership have not been paid or the limited partnership assets are insufficient for their payment as required by clause (2)(a) and the limited partner seeking dissolution would otherwise be entitled to the return of the limited partner’s contribution. R.S.O. 1990, c. L.16, s. 15 (4).

Limited partner’s liability to partnership

16.  (1)  A limited partner is liable to the limited partnership for the difference, if any, between the value of money or other property actually contributed by the limited partner to the limited partnership and the value of money or other property stated in the record of limited partners as being contributed or to be contributed by the limited partner to the limited partnership. R.S.O. 1990, c. L.16, s. 16 (1).

Limited partner as trustee

(2)  A limited partner holds as trustee for the limited partnership,

(a) specific property stated in the partnership agreement as contributed by the limited partner, but which has not in fact been contributed or which has been returned contrary to this Act; and

(b) money or other property paid or conveyed to the limited partner on account of the limited partner’s contribution contrary to this Act. R.S.O. 1990, c. L.16, s. 16 (2).

Idem

(3)  Where a limited partner has received the return of all or part of the limited partner’s contribution, the limited partner is nevertheless liable to the limited partnership or, where the limited partnership is dissolved, to its creditors for any amount, not in excess of the amount returned with interest, necessary to discharge the liabilities of the limited partnership to all creditors who extended credit or whose claims otherwise arose before the return of the contribution. R.S.O. 1990, c. L.16, s. 16 (3).

Admission of additional limited partners

17.  After the formation of the limited partnership, additional limited partners may be admitted by amendment of the record of limited partners. R.S.O. 1990, c. L.16, s. 17.

Interest assignable

18.  (1)  A limited partner’s interest is assignable. R.S.O. 1990, c. L.16, s. 18 (1).

Limited partner

(2)  A substituted limited partner is a person admitted to all the rights and powers of a limited partner who has died or who has assigned the limited partner’s interest in the limited partnership. R.S.O. 1990, c. L.16, s. 18 (2).

Rights of assignee

(3)  An assignee who is not a substituted limited partner has no right,

(a) to inspect the limited partnership books;

(b) to be given any information about matters affecting the limited partnership or to be given an account of the partnership affairs,

but is entitled only to receive the share of the profits or other compensation by way of income or the return of the contribution to which the assignor would otherwise be entitled. R.S.O. 1990, c. L.16, s. 18 (3).

Manner of becoming a substituted limited partner

(4)  An assignee may become a substituted limited partner,

(a) if all the partners, except the assignor, consent in writing thereto; or

(b) if the assignor, being so authorized by the partnership agreement, constitutes the assignee a substituted limited partner. R.S.O. 1990, c. L.16, s. 18 (4).

Idem

(5)  An assignee, who is otherwise entitled to become a substituted limited partner, becomes a substituted limited partner when the record of limited partners is amended. R.S.O. 1990, c. L.16, s. 18 (5).

Rights, liabilities of substituted limited partner

(6)  A substituted limited partner has all the rights and powers and is subject to all the restrictions and liabilities of the limited partner’s assignor, except any liability of which the limited partner did not have notice at the time the limited partner became a limited partner and which could not be ascertained from the partnership agreement, the declaration or the record of limited partners. R.S.O. 1990, c. L.16, s. 18 (6).

Liability of assignor

(7)  The substitution of an assignee as a limited partner does not release the assignor from liability under section 16 or 30. R.S.O. 1990, c. L.16, s. 18 (7).

Change of firm name

19.  (1)  Where the firm name of a limited partnership is to be changed, a new declaration shall be filed with the Registrar under subsection 3 (1). R.S.O. 1990, c. L.16, s. 19 (1), 1994, c. 27, s. 87 (3).

Declaration of change

(2)  A declaration of change shall be filed with the Registrar for every change in information, other than a change in the firm name, required to be stated in the declaration under subsection 3 (1). R.S.O. 1990, c. L.16, s. 19 (2), 1994, c. 27, s. 87 (3).

Signing of declaration

(3)  A declaration of change shall be signed by at least one of the general partners. R.S.O. 1990, c. L.16, s. 19 (3).

Change not effective

(4)  For the purposes of this Act, a change referred to in subsection (2) does not take effect until a declaration of change is filed with the Registrar. R.S.O. 1990, c. L.16, s. 19 (4).

Expiry

(5)  A declaration of change expires upon the expiry, replacement or cancellation of the declaration amended by the declaration of change. R.S.O. 1990, c. L.16, s. 19 (5).

Change of address

(6)  If there is a change in an address set out in a declaration, the declaration of change referred to in subsection (2) shall be filed within 15 days after the change takes place. 1994, c. 27, s. 87 (4).

Ability to sue

20.  (1)  No limited partnership that has unpaid fees or penalties or in respect of which a declaration has not been filed as required by this Act and no member thereof is capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the limited partnership except with leave of the court. R.S.O. 1990, c. L.16, s. 20 (1).

Idem

(2)  The court shall grant leave if the court is satisfied that,

(a) the failure to pay the fees or penalties or file the declaration was inadvertent;

(b) there is no evidence that the public has been deceived or misled; and

(c) at the time of the application to the court, the limited partnership has no unpaid fees or penalties and has filed all declarations required by this Act. R.S.O. 1990, c. L.16, s. 20 (2).

Contracts valid

(3)  No contract is void or voidable by reason only that it was entered into by a limited partnership that was in contravention of this Act or the regulations at the time the contract was made. R.S.O. 1990, c. L.16, s. 20 (3).

Dissolution of limited partnership

21.  A general partner’s retirement, death or incapacity to manage property within the meaning of the Substitute Decisions Act, 1992 or a corporate general partner’s dissolution dissolves a limited partnership unless the business is continued by the remaining general partners,

(a) pursuant to a right to do so contained in the partnership agreement; and

(b) with the consent of all the remaining partners. R.S.O. 1990, c. L.16, s. 21; 2009, c. 33, Sched. 2, s. 44 (2).

Death of limited partner

22.  (1)  The executor or administrator of the estate of a limited partner has,

(a) all the rights and powers of a limited partner for the purpose of settling the estate of the limited partner; and

(b) whatever power the limited partner had under the partnership agreement to constitute the limited partner’s assignee a substituted limited partner. R.S.O. 1990, c. L.16, s. 22 (1).

Liability

(2)  The estate of a limited partner is liable for all the liabilities of the limited partner as a limited partner. R.S.O. 1990, c. L.16, s. 22 (2).

Declaration of dissolution

23.  (1)  A declaration of dissolution shall be filed with the Registrar when,

(a) the limited partnership is dissolved; or

(b) all of the limited partners cease to be limited partners. R.S.O. 1990, c. L.16, s. 23 (1).

Idem

(2)  The declaration of dissolution shall be signed by at least one of the general partners. R.S.O. 1990, c. L.16, s. 23 (2).

Declaration cancelled

(3)  When the declaration of dissolution is filed, the declaration filed under subsection 3 (1) is cancelled. R.S.O. 1990, c. L.16, s. 23 (3); 1994, c. 27, s. 87 (5).

Delivery of notices

23.1  (1)  A notice or other document that is required or permitted by this Act to be sent by the Registrar may be sent by ordinary mail or by any other method, including registered mail, certified mail or prepaid courier, if there is a record by the person who has delivered it that the notice or document has been sent. 1994, c. 27, s. 87 (6).

Same

(2)  A notice or other document referred to in subsection (1) may be sent by telephone transmission of a facsimile of the notice or other document or by another form of electronic transmission where there is a record that the notice or other document has been sent. 1994, c. 27, s. 87 (6).

Deemed delivery

(3)  A notice or other document sent by mail by the Registrar shall be deemed to be received by the intended recipient on the earlier of,

(a) the day the intended recipient actually receives it; or

(b) the fifth day after the day it is mailed. 1994, c. 27, s. 87 (6).

Same

(4)  A notice or other document sent by a method referred to in subsection (2) shall be deemed to be received by the intended recipient on the earlier of,

(a) the day the intended recipient actually receives it; or

(b) the first business day after the day the transmission is sent by the Registrar. 1994, c. 27, s. 87 (6).

Cancellation of declaration

23.2  The Registrar may cancel a declaration filed under subsection 3 (1) for failure to pay the required fee if the limited partnership is given 21 days notice of the intention to cancel. 1994, c. 27, s. 87 (7); 1998, c. 18, Sched. E, s. 162.

Settling accounts on dissolution

24.  In settling accounts after the dissolution of a limited partnership, the liabilities of the limited partnership to creditors, except to limited partners on account of their contributions and to general partners, shall be paid first, and then, unless the partnership agreement or a subsequent agreement provides otherwise, shall be paid in the following order:

1. To limited partners in respect of their share of the profits and other compensation by way of income on account of their contributions.

2. To limited partners in respect of their contributions.

3. To general partners other than for capital and profits.

4. To general partners in respect of profits.

5. To general partners in respect of capital. R.S.O. 1990, c. L.16, s. 24.

Declaration

25.  (1)  No extra-provincial limited partnership shall carry on business in Ontario unless it has filed a declaration with the Registrar that sets forth the information required by subsection 3 (2) and states the jurisdiction in which the extra-provincial limited partnership is organized. R.S.O. 1990, c. L.16, s. 25 (1).

Carry on business

(2)  For the purposes of this section, an extra-provincial limited partnership carries on business in Ontario if,

(a) it solicits business in Ontario;

(b) its name is listed in a telephone directory for any part of Ontario;

(c) its name is included in any advertisement in which an address in Ontario is given for the limited partnership;

(d) it has a resident agent or representative or a warehouse, office or place of business in Ontario;

(e) it owns real property situate in Ontario;

(f) it effects a distribution of securities in Ontario by way of a prospectus or offering memorandum in compliance with the Securities Act and the regulations made thereunder; or

(g) it otherwise carries on business in Ontario. R.S.O. 1990, c. L.16, s. 25 (2).

Signing of declaration

(3)  The declaration filed under subsection (1) shall be signed by all of the general partners. R.S.O. 1990, c. L.16, s. 25 (3).

Power of attorney

(4)  An extra-provincial limited partnership shall execute a power of attorney in the prescribed form appointing a person resident in Ontario or a corporation having its head or registered office in Ontario to be the attorney and representative in Ontario of the extra-provincial limited partnership. 1994, c. 27, s. 87 (8).

Same

(5)  The attorney and representative in Ontario of the extra-provincial limited partnership shall keep the power of attorney referred to in subsection (4) at its address set out in the declaration filed under subsection (1). 1994, c. 27, s. 87 (8).

Same

(6)  Upon request and without charge, the attorney and representative shall permit any person to inspect the power of attorney during the normal business hours of the attorney and representative and to make a copy of it. 1994, c. 27, s. 87 (8).

Change of firm name

(6.1)  Where there is a change in the firm name of an extra-provincial limited partnership, a new declaration shall be filed with the Registrar under this section. 1994, c. 27, s. 87 (8).

Exemption

(6.2)  Subsections (4), (5) and (6) do not apply to an extra-provincial limited partnership formed in another Canadian jurisdiction that has an office or other place of business in Ontario. 1998, c. 18, Sched. E, s. 163.

Declaration of change

(7)  An extra-provincial limited partnership shall file a declaration of change with the Registrar for every change in the information, other than a change in the firm name, contained in the declaration filed under subsection (1) and the declaration shall be signed in the manner described in section 19. R.S.O. 1990, c. L.16, s. 25 (7).

Declaration of withdrawal

(8)  An extra-provincial limited partnership may cancel the declaration and the power of attorney by filing with the Registrar a declaration of withdrawal signed by at least one of the general partners. R.S.O. 1990, c. L.16, s. 25 (8).

Record of limited partners

26.  (1)  The general partners of every extra-provincial limited partnership that has filed a declaration under subsection 25 (1) shall maintain a current record of the limited partners stating, for each limited partner, the prescribed information. R.S.O. 1990, c. L.16, s. 26 (1).

Where record to be kept

(2)  Subject to subsection (3), the record of limited partners shall be kept at the limited partnership’s principal place of business in Ontario. R.S.O. 1990, c. L.16, s. 26 (2).

Idem

(3)  If an extra-provincial limited partnership does not have a principal place of business in Ontario, the record of limited partners shall be kept by the attorney and representative in Ontario of the extra-provincial limited partnership at the address stated in the power of attorney filed under subsection 25 (4). R.S.O. 1990, c. L.16, s. 26 (3).

Right to inspect

(4)  Any person may inspect the record of limited partners during the normal business hours of the limited partnership or the limited partnership’s attorney and representative and may make copies of and take extracts from it. R.S.O. 1990, c. L.16, s. 26 (4).

Registrar may require copy of record

(5)  The Registrar may at any time by written notice require any general partner or a limited partnership’s attorney and representative to provide to the Registrar or any other person a copy of the record of limited partners. R.S.O. 1990, c. L.16, s. 26 (5).

Copy of record to be provided

(6)  Upon receipt of the Registrar’s notice, the person to whom it is directed shall, within the time specified in the notice, provide a copy of the record of limited partners to the Registrar or other person specified in the notice. R.S.O. 1990, c. L.16, s. 26 (6).

Liability of limited partner

27.  (1)  A limited partner of an extra-provincial limited partnership is not liable in Ontario as a general partner of the extra-provincial limited partnership by reason only that it carries on business in Ontario without filing the declaration and power of attorney required by this Act. R.S.O. 1990, c. L.16, s. 27 (1).

Laws applicable to extra-provincial limited partnerships

(2)  The laws of the jurisdiction under which an extra-provincial limited partnership is organized govern its organization and internal affairs and the limited liability of its limited partners. R.S.O. 1990, c. L.16, s. 27 (2).

Ability to sue

28.  (1)  No extra-provincial limited partnership that has unpaid fees or penalties or in respect of which a declaration or power of attorney has not been filed as required by this Act and no member thereof is capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the extra-provincial limited partnership except with leave of the court. R.S.O. 1990, c. L.16, s. 28 (1).

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(2)  The court shall grant leave if the court is satisfied that,

(a) the failure to pay the fees or penalties or file the declaration or power of attorney was inadvertent;

(b) there is no evidence that the public has been deceived or misled; and

(c) at the time of the application to the court, the extra-provincial limited partnership has no unpaid fees or penalties and has filed all declarations and powers of attorney required by this Act. R.S.O. 1990, c. L.16, s. 28 (2).

Contracts valid

(3)  No contract is void or voidable by reason only that it was entered into by an extra-provincial limited partnership that was in contravention of this Act or the regulations at the time the contract was made. R.S.O. 1990, c. L.16, s. 28 (3).

Effect of false statement in declaration

29.  Where a declaration contains a false or misleading statement, any person suffering loss as a result of relying upon the statement may hold liable,

(a) every general partner who knew when signing the declaration that the statement was false or misleading; and

(b) every general partner who became aware after signing the declaration that the statement was false or misleading and failed within a reasonable time to file a declaration of change. R.S.O. 1990, c. L.16, s. 29.

Effect of false statement in record of limited partners

30.  Where a record of limited partners contains a false or misleading statement, any person suffering loss as a result of relying upon the statement may hold liable,

(a) every general partner; and

(b) every limited partner who became aware that the statement was false or misleading and failed within reasonable time to take steps to cause the record of limited partners to be corrected. R.S.O. 1990, c. L.16, s. 30.

Liability of person mistakenly believing the person is a limited partner

31.  A person who contributes to the capital of a business carried on by a person or partnership erroneously believing that the person has become a limited partner in a limited partnership,

(a) is not, by reason only of exercising the rights of a limited partner, a general partner with the person or in the partnership carrying on the business; and

(b) is not bound by the obligations of the person or partnership carrying on the business,

if, upon ascertaining the fact that the person is not a limited partner, promptly,

(c) renounces the person’s interest in the profits or other compensation by way of income from the business; or

(d) takes steps to cause the record of limited partners to be amended to show the person to be a limited partner. R.S.O. 1990, c. L.16, s. 31.

Authority to sign

32.  (1)  A general or limited partner may give written authority to any other person to sign on the partner’s behalf any document referred to in this Act. R.S.O. 1990, c. L.16, s. 32 (1).

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(2)  A person who signs a document to be filed with the Registrar under an authority referred to in subsection (1) shall indicate in the document that the person signs on behalf of a general or limited partner. R.S.O. 1990, c. L.16, s. 32 (2).

Access to documents

33.  (1)  Every limited partnership shall keep at its principal place of business in Ontario,

(a) a copy of the partnership agreement;

(b) a copy of the declaration and a copy of each declaration of change amending the declaration;

(c) a copy of any court order made under section 34;

(d) a copy of any written authority given under subsection 32 (1); and

(e) in the case of an extra-provincial limited partnership, a copy of the power of attorney filed with the Registrar. R.S.O. 1990, c. L.16, s. 33 (1).

Where no principal place of business

(2)  Where an extra-provincial limited partnership does not have a principal place of business in Ontario, the documents referred to in subsection (1) shall be kept by the attorney and representative in Ontario of the extra-provincial limited partnership at the address stated in the power of attorney filed under subsection 25 (4). R.S.O. 1990, c. L.16, s. 33 (2).

Right to inspect

(3)  Any partner may inspect any of the documents referred to in subsection (1) during the normal business hours of the partnership or the partnership’s attorney and representative. R.S.O. 1990, c. L.16, s. 33 (3).

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(4)  Any person who has a business relationship with the partnership may inspect any of the documents referred to in clauses (1) (b), (c), (d) and (e) during the normal business hours of the partnership or the partnership’s attorney and representative. R.S.O. 1990, c. L.16, s. 33 (4).

Order for compliance

34.  (1)  In this section,

“Court” means the Superior Court of Justice. R.S.O. 1990, c. L.16, s. 34 (1); 2001, c. 9, Sched. D, s. 14.

Application for order for compliance

(2)  Where a person who is required by this Act to sign or permit inspection of a document refuses to do so, a person who is aggrieved by the refusal may apply to the Court for an order directing the person to comply with the provisions of this Act and upon such application, the Court may make such order or any other order that the Court considers appropriate in the circumstances. R.S.O. 1990, c. L.16, s. 34 (2).

Order in addition to other rights

(3)  An application may be made under subsection (2) despite the imposition of a penalty in respect of the refusal and in addition to any other rights the applicant may have at law. R.S.O. 1990, c. L.16, s. 34 (3).

Offences

35.  (1)  Every person who,

(a) contravenes any provision of this Act or the regulations; or

(b) makes a statement in any document, material, evidence or information submitted or required by or for the purposes of this Act that, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact, the omission of which makes the statement false or misleading,

is guilty of an offence and on conviction is liable to a fine of not more than $2,000 or, if such person is a corporation, to a fine of not more than $20,000. R.S.O. 1990, c. L.16, s. 35 (1).

False statements wilful

(2)  No person is guilty of an offence referred to in clause (1) (b) if the person did not know that the statement was false or misleading and in the exercise of reasonable diligence could not have known that the statement was false or misleading. R.S.O. 1990, c. L.16, s. 35 (2).

Liability of directors and officers

(3)  Where a corporation is guilty of an offence under subsection (1), every director or officer of such corporation, and where the corporation is an extra-provincial corporation, every person acting as its representative in Ontario, who authorized, permitted or acquiesced in such an offence is also guilty of an offence and on conviction is liable to a fine of not more than $2,000. R.S.O. 1990, c. L.16, s. 35 (3).

Powers of Minister

Minister’s regulations

35.1  (0.1)  The Minister may make regulations,

(a) prescribing alternative methods of filing documents under this Act and governing the filing of documents by each method, including the manner of acceptance of documents, the determination of the date of receipt and the form of electronic signatures;

(b) waiving any of the signature requirements under this Act. 2011, c. 1, Sched. 5, s. 6 (1).

Fees

(1)  The Minister may by order require the payment of fees for search reports, copies of documents or information, the filing of documents or other services under this Act and may approve the amount of those fees. 1998, c. 18, Sched. E, s. 164.

Registrar’s regulations

35.2  The Registrar may make regulations prescribing forms and providing for their use. 2011, c. 1, Sched. 5, s. 6 (2).

Regulations

36.  The Lieutenant Governor in Council may make regulations,

(a) Repealed: 1998, c. 18, Sched. E, s. 165 (1).

(b) prescribing information to be set out in a declaration filed under this Act and information to be set out in a record of limited partners.

(c)-(e) Repealed: 2011, c. 1, Sched. 5, s. 6 (3).

(f) Repealed: 2004, c. 19, s. 15 (3).

R.S.O. 1990, c. L.16, s. 36; 1994, c. 27, s. 87 (9); 1998, c. 18, Sched. E, s. 165 (1); 2004, c. 19, s. 15 (2, 3); 2011, c. 1, Sched. 5, s. 6 (3).

Note: Regulations made under clause (a), as that clause read immediately before March 1, 1999, continue until the Minister makes an order under section 35.1, as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 164, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 165 (2).

Note: The Lieutenant Governor in Council may by regulation revoke regulations made under clause (a), as that clause read immediately before March 1, 1999, if the Minister makes an order under section 35.1, as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 164, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 165 (3).

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