O. Reg. 402/21: GENERAL

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Limited Partnerships Act

ONTARIO REGULATION 402/21

GENERAL

Consolidation Period: From October 19, 2021 to the e-Laws currency date.

No amendments.

This is the English version of a bilingual regulation.

CONTENTS

 

Part I
NAmeS

General

First character

1. The first character of a name shown in a declaration shall be,

(a)  a letter of the Roman alphabet;

(b)  an Arabic numeral; or

(c)  one of the following marks permitted under subsection 2 (1):

! # @

Punctuation and other marks

2. (1) For the purposes of subsection 6 (6) of the Act, the following punctuation marks and other marks are the only ones permitted as part of a name shown in a declaration:

! “ ” « » # $ % & ’ ( ) * + , – . / \ : ; < = > ? [ ] ' ˄ ≤ ≥ @¸ ´ ` ^ ¨

(2) A name shown in a declaration shall not be primarily or only a combination of marks permitted under subsection (1).

(3) The following marks permitted under subsection (1) may be used only as part of a French character and not separately:

¸ ´ ` ^ ¨

Roman alphabet

3. If a name contains characters from an alphabet other than the Roman alphabet, the name shown in the declaration shall consist of a translation of the name into a language that contains only letters from the Roman alphabet.

Prohibited Usage

Contrary to public policy

4. (1) A name shown in a declaration shall not include, in any language, a word or expression that is contrary to public policy, including a word or expression that is scandalous, obscene or immoral.

(2) A name shown in a declaration shall not use a word or expression that would suggest that the limited partnership is engaged in an activity that is contrary to public policy.

Prohibited under Act

5. A name shown in a declaration shall not include a word, expression or abbreviation the use of which is prohibited under an Act or regulation of Canada or Ontario.

Number name

6. A name shown in a declaration shall not use Arabic numerals or a word or expression that would suggest that the name is a corporate number name, except in accordance with section 6 of the Act.

Form of organization

7. A name shown in a declaration shall not use a word or expression that would suggest that the limited partnership is a form of organization other than a limited partnership.

Restrictions

Name of individual

8. (1) A name shown in a declaration shall not include the name of a specific individual unless,

(a)  at any time before or during the period that the declaration showing the name appears in the records maintained by the Registrar, the individual has or had a material interest in the business or activity carried on by the limited partnership; and

(b)  the individual consents in writing to the use of his or her name.

(2) For the purpose of clause (1) (b), if the individual is deceased and his or her death occurred within 30 years before the declaration showing the name is filed under the Act, the heir, executor or administrator of the individual may consent in writing to the use of the individual’s name.

(3) This section does not apply if the individual is deceased and his or her death occurred 30 years or more before the name is shown in a declaration.

Restricted under Act

9. A name shown in a declaration shall not include a word, expression or abbreviation the use of which is restricted under an Act or regulation of Canada or Ontario unless the limited partnership satisfies the restriction.

Connected with Crown, etc.

10. (1) Subject to subsection (2), a name shown in a declaration shall not include a word or expression that suggests that the business or activity of the limited partnership is connected with,

(a)  the Crown in right of Canada or in right of a province;

(b)  the Government of Canada or of a territory or province;

(c)  a municipality; or

(d)  an agency of the Crown or of a government or municipality.

(2) If the limited partnership obtains the written consent of the applicable Crown, government, municipality or agency, a name shown in a declaration may include a word or expression described in subsection (1).

Post-secondary educational institution

11. A name shown in a declaration shall not include, in any language, the word “college”, “institute” or “university”, if the use of the word would suggest that the limited partnership is a post-secondary educational institution, unless the Minister of Colleges and Universities or such other member of the Executive Council as may be assigned the administration of the Ministry of Training, Colleges and Universities Act under the Executive Council Act gives written consent to the use of the word.

Part II
Documents and information — CONtent, filing, retention and Format

Declaration —  Content

Declaration

12. A declaration filed under subsection 3 (1) or 25 (1) of the Act shall set out the following information:

1.  The firm name under which the limited partnership is to be conducted.

2.  A code from the North American Industry Classification System, as amended from time to time, indicating the general nature of the business of the limited partnership.

3. The number of general partners.

4.  For each general partner that is an individual or an entity other than an entity mentioned in paragraph 5 or 6, the general partner’s full name and address for service, including the municipality, street and number, if any, and postal code.

5.  For each general partner that is a corporation, the corporate name, the Ontario corporation number and an acknowledgment that the corporation’s registered or head office shown in the records maintained by the Ministry will form part of the declaration.

6.  For each general partner that is a partnership that has been assigned a business identification number, the partnership firm name, the business identification number and an acknowledgement that the address of the principal place of business of the partnership shown in the records maintained under subsection 1.1 (3) of the Business Names Act will form part of the declaration.

7.  The address of the limited partnership’s principal place of business in Ontario, including the municipality, street and number, if any, and postal code, or, in the case of an extra-provincial limited partnership that does not have a principal place of business in Ontario, the address of a principal place of business outside Ontario.

8.  In the case of an extra-provincial limited partnership, an indication that there is a power of attorney, unless the extra-provincial limited partnership is exempt from the requirement to have an attorney under subsection 25 (6.2) of the Act.

9.  For the attorney of an extra-provincial limited partnership who is an individual, the attorney’s full name and address for service in Ontario, including the municipality, street and number, if any, and postal code.

10.  For the attorney of an extra-provincial limited partnership that is not an individual, the attorney’s name and address for service in Ontario, including the municipality, street and number, if any, and postal code, and the attorney’s Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney.

Renewal or change, etc.

13. A renewal of a declaration, a declaration of change, a declaration of dissolution or a declaration of withdrawal filed under the Act shall set out the following information:

1.  The business identification number assigned by the Registrar to the declaration.

2.  The firm name of the limited partnership.

3.  An indication whether the declaration is for a renewal, change, dissolution or withdrawal.

4.  If the declaration is a declaration of change, any changes to the information set out in the declaration previously filed.

Record of limited partners

14. A record of limited partners required by subsection 4 (1) or 26 (1) of the Act shall set out the following information for each limited partner:

1.  If the partner is an individual, the partner’s full name and residential address or address for service, including the municipality, street and number, if any, and postal code.

2.  If the partner is not an individual, the partner’s name and address or address for service, including the municipality, street and number, if any, and postal code, and the partner’s Ontario corporation number, if any.

3.  The amount of money and the value of other property contributed or to be contributed by the partner to the limited partnership.

Supporting Documents —  Retention and Filing

Required consent

15. A declaration filed under the Act shall be supported by any consent related to the declaration that is required by this Regulation.

Consents to be retained; file or give on notice

16. (1) Subject to subsection (2), the consents referred to in section 15 shall be retained by the limited partnership, instead of filed together with the declaration, at,

(a)  the limited partnership’s principal place of business in Ontario; or

(b)  if the limited partnership is an extra-provincial limited partnership that does not have a principal place of business in Ontario, the address of the limited partnership’s attorney and representative set out in the declaration filed under subsection 25 (1) of the Act and in the power of attorney executed under subsection 25 (4) of the Act.

(2) If the Registrar requires any of the consents referred to in section 15 to be filed together with the declaration, they shall be so filed, subject to any terms and conditions imposed by the Registrar.

(3) The limited partnership shall, upon receipt of and in accordance with written notice from the Registrar and within the time period set out in the notice, and subject to any terms and conditions imposed by the Registrar,

(a)  file the consents retained by the limited partnership pursuant to subsection (1) with the Registrar; or

(b)  give the consents retained by the limited partnership pursuant to subsection (1) to any other person specified in the notice.

Format

Paper or electronic format

17. All declarations and other documents and information may, in accordance with the regulations made under the Act and any applicable Registrar’s requirements, be filed with the Registrar in,

(a)  paper format; or

(b)  an electronic format approved by the Registrar.

Effectiveness of Filing

Date assigned by computer system

18. For the purposes of subsection 3 (1) of the Act, a declaration is accepted for filing by the Registrar on the date assigned by the computer system that the Registrar has established for filings.

19. Omitted (revokes other Regulations).

20. Omitted (provides for coming into force of provisions of this Regulation).

 

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