Stewart McKelvey

Partnership A partnership is the relationship that exists between two or more persons carrying on a business in com- mon with a view to a profit but who agree to share in the profits and losses. A partnership can be a simple form of business structure, although the parties to the partnership can make it as simple or as complex as they desire. As is the case with a sole proprietorship, a partnership is not a separate legal person distinct from the partners. The partners are personally respon- sible for all partnership obligations and jointly own all partnership property. Each province has its own partnership legislation, but with few exceptions the provisions of the legisla- tion are subject to any agreement made between the partners. All of the Atlantic provinces other than NL require partnerships to conduct a computerized name search, register the name under which they will be carrying on business and maintain an annual registra- tion. Limited partnership A limited partnership is similar to a general partner- ship, the major distinction being that within a limited partnership, certain partners (the general partners) contribute management efforts to the partnership while other partners (the limited partners) contribute only capital, in the form of cash or other property, but not services. Limited partnerships are governed by specific provincial legislation known variously as the Limited Partnerships Act or the Limited Partnership Act; how- ever, the provincial partnership act statutes and the common law also apply to limited partnerships to the extent that they are not inconsistent with the specific limited partnerships legislation. A limited partnership is formed when either a cer- tificate or declaration (depending on the province) is filed and recorded. This document contains the es- sential terms of the limited partnership, including the name of the partnership, the nature of its business, the names of all partners and, with the exception of NB, the amount of capital contributed by the limited part- ners. The parties to a limited partnership should also enter into a written limited partnership agreement, which governs the relationship between the parties and the management of the partnership. Certain provinces in Atlantic Canada permit the registration of "limited liability partnerships" for certain designated professions, such as chartered ac- countants, lawyers and engineers. Christine Pound Halifax, NS 902.420.3391 cpound@smss.com TRADE LAW IN THE ATLANTIC PROVINCES By Deanne MacLeod INTERNATIONAL TRADE Regulation of international trade in the Atlantic provinces is similar to regulation of international trade throughout the country. Legislation to ex- tend the United Nations Convention on Contracts for the International Sale of Goods to the Atlantic provinces has been enacted by all four provinces, as has legislation to extend UNCITRAL's Model Law on International Commercial Arbitration and the United Nations' Convention on the Recogni- tion and Enforcement of Foreign Arbitral Awards. Newfoundland and Labrador is the only Atlantic province to have enacted legislation to implement the Convention on the Settlement of Investment Disputes between States and Nationals of Other States. INTER- AND INTRA-PROVINCIAL TRADE Sale of goods All of the Atlantic provinces have a sale of goods act (SGA) and there exists a high degree of uniformity among the jurisdictions. Like sale of goods legislation in other Canadian jurisdictions, the SGAs in the Atlantic provinces set out a complete and uniform set of rules that gov- ern all situations where goods are bought and sold. DOING BUSINESS IN ATLANTIC CANADA SPRING 2011 5

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