Saving for rules of equity and common law Filing of declarations of partnerships Contents of declaration Time for filing declaration partnership has its principal place of business and for the same time in The Alberta Gazette. [1899, c. 7, s. 65.] Supplemental. 66. The rules of equity and of common law applicable to partnership shall continue in force except so far as they are inconsistent with the express provisions of this Act. [1899, c. 7, s. 67.] Registration of Co-partnerships. 67. All persons associated in partnership for trading, manufacturing, contracting or mining purposes in the Province shall cause to be filed in the office of the registration clerk of the registration district for registration of chattel mortgages and other transfers of personal property in the Province, in which they carry on or intend to carry on business, a declaration in writing, signed by the several members of such partnership. [1908, c. 5, s. 1.] 68. If any of the said members be absent from the place where they carry on or intend to carry on business at the time of making such declaration, then such declaration shall be signed by the members present, in their own names and also for their absent co-members under their special authority to that effect; such special authority to be at the same time filed with the said registration clerk and annexed to such declaration. [1908, c. 5, s. 1.] 69. Such declaration shall be in the form B in the schedule to this Act, and shall contain the names, surnames, additions and residences of each and every partner or associate as aforesaid, and the name, style or firm under which they carry on or intend to carry on such business, and shall state also the time during which the partnership has existed and is to exist, and shall also declare that the persons therein named are the only members of such co-partnership or association. [1908, c. 5, s. 2.] 70. Such declaration shall be filed within six months next after the formation of any such partnership, or at any time upon the fiat of a judge of the Supreme Court or of the District Court of the district where such partnership carries on business, and a similar declaration shall in like manner be filed when and so often as any change or alteration of partnership takes place in the membership of such firm partnership, or in the name, style or firm under which Changes in they intend to carry on business or in the place of residence of each member of said firm, and every new declaration shall state the alteration in the partnership. [1908, c. 5, s. 3.] Person Using Trade Name Registration. using trade 71. Every person engaged in business for trading, manu- Individual facturing, contracting or mining purposes, and who is not name associated in partnership with any other person or persons, but who uses as his business style some name or designation other than his own, or who in such business uses his own name with the addition of "and company" or some other word or phrase indicating a plurality of members in the firm, shall cause to be filed, as aforesaid, a declaration of the fact in writing, signed by such person. [1908, c. 5, s. 4.] individual 72. The declaration last aforesaid shall contain the Contents of name, surname, addition and residence of the person making declaration the same, and the name, style or firm under which he carries on or intends to carry on business, and shall also state that no other person is associated with him in partnership, and the same shall be filed within six months of the time when such style is first used, or at any time upon the fiat of a judge of the Supreme Court or of the District Court of the district where such person carries on business. Registration Books. [1908, c. 5, s. 4.] books 73. It shall be the duty of the registration clerk afore- Registration said to keep two alphabetical index books of all declarations of co-partnership filed in his office, in pursuance of the provisions hereof. [1908, c. 5, s. 6.] books 74. In one of such books, hereinafter called the "firm Firm index index book," the registration clerk shall enter in alphabetical order the style of the respective firms in respect of which declarations have been filed in his office, and shall place opposite each entry the names of the person or persons composing such firm, and the date of the receipt by him of the declaration in the manner shown in form C in the schedule to this Act. [1908, c. 5, s. 7.] index book 75. In the second of such books, hereinafter called the Individual "individual index book," the said registration clerk shall enter in alphabetical order the names of the respective members of each of such firms, and shall place opposite such entry the style of the firm of which such person is a member, and the date of the receipt of the declaration in the manner shown in form D in the schedule to this Act. [1908, c. 5, s. 8.] Failure to comply with Act Penalty Stay of actions Binding effect of declaration Liability of persons signing declaration Effect of failure to declare Partners' rights inter se Penalty for Non-registration. 76. Each and every member of any partnership or other persons required to register a declaration under the provisions of this Act, who fails to comply with the requirements aforesaid, shall forfeit the sum of one hundred dollars to be recovered before any court of competent jurisdiction by any person suing as well on his own behalf as on behalf of His Majesty; and half of such penalty shall belong to the general revenue fund of the Province, and the other half to the party suing for the same, unless the suit be brought as it may be by the Attorney General on behalf of His Majesty only, in which case the whole of the penalty shall belong to the Province aforesaid. [1908, c. 5, s. 9.] 77. Any action or other proceeding instituted in any Court in the Province by any unregistered partnership or by any other person required to file a declaration under the provisions of this Act who fails to comply with the requirements aforesaid may be stayed on application of the defendant or party opposite in interest until such partnership becomes registered, or until such declaration is so filed. [1908, c. 5, s. 9a.] Effect of Declaration. 78. The allegations made in the declaration aforesaid shall not be controverted by any person who has signed the same, nor can they be controverted as against any party not being a partner by a person who has not signed the same, but who was really a member of the partnership therein mentioned at the time such declaration was made. [1908, c. 5, s. 10.] 79. Until a new declaration is made and filed by him or by his co-partners or any of them as aforesaid, no such signer shall be deemed to have ceased to be a partner; but nothing herein contained shall exempt from liability any person who, being a partner, fails to declare the same, as already provided, and such person may, notwithstanding such omission, be sued jointly with the partners mentioned in the declaration, or they may be sued alone, and if judgment is recovered against them any other partner or partners may be sued jointly or severally in an action on the original cause of action upon which such judgment was rendered; nor shall anything in this Act be construed to affect the rights of any partners with regard to each other, except that no such declaration as aforesaid shall be controverted by any signer thereof. [1908, c. 5, s. 11.] Declaration of Dissolution. dissolution 80. Upon the dissolution of any partnership any or Declaration of all of the persons who compose such partnership may sign and file a declaration certifying the dissolution of the partnership in the form E in the schedule to this Act. [1908, c. 5, s. 12.] Registration Fees. 81. The said registration clerk shall be entitled for Fees For searching in the firm index book, each firm.... 10 cents We, the undersigned, do hereby certify that we have entered into co-partnership under the style or firm of (B.D. & Co.) as (Grocers and Commission Merchants), which firm consists of (A.B.) residing usually at.... and (C.D.) residing usually at.. and (E.F.) residing usually at.. residing usually at... as general partners; and (G.H.) as special partners, the said (E.F.) having contributed $... and the said (G.H.) $. to the capital. The said partnership commenced on the. . day of.. A.D. 19... and terminates on the.. day of. Dated this. ..day of. A.D. 19.... (Signed) A.B. C.D. E.F. G.H. [1899, c. 7, Schedule, Form A.] 1. That we are carrying on or intend to carry on trade and business as.. ...at. . . . partnership under the name and firm of. 2. That the said partnership has subsisted since the.. day of... A.D. 19.... .in 3. And that we are and have been since the said day the only members of the said partnership. Witness our hands at. day of... this.... A.D. 19. . . . .of.. .of.. (occupation) (occupation) (A special authority for signing on behalf of absent members should be annexed.) |