LLP Questionnaire

1. Should New Brunswick enact LLP legislation?

Yes No
Reason for response

Any qualifications to your response or other comments

1 of 30

2. If New Brunswick decides to enact LLP legislation, what type of priority should government put on its enactment?

High Medium Low

Reason for response

2 of 30

3. Should provisions limit the availability of LLPs to certain activities and professions?

Yes No

Reason for response

If yes, what activities and professions should be able to use LLPs?

Reason for response

3 of 30

4. Do you favour one legislative approach over the other?

Yes No

If so, indicate which approach and why?

If there is another approach you wish to suggest, please specify.

4 of 30

5. There is a trend for different professionals such as accountants and lawyers to join together in multi-disciplinary firms to provide services to clients. Are there particular issues that any LLP legislation would have to address for any multi-disciplinary LLP?

Yes No

Reason for response

5 of 30

6. Should a partner's exclusion from liability for the actions of another partner be based on:

the negligent act or omission of the other partner (Ontario approach)
the negligence, wrongful act, malpractice or misconduct of the other partner (Alberta approach)

Reason for response

If there is a different approach you wish to suggest, please specify

6 of 30

7. Should there be a shield to a partner of a LLP so that the partner is not normally liable for the acts or omissions of employees and agents?

Yes (Alberta and Ontario approach)
No

Reason for response

Other suggested approach or comment

In most jurisdictions that provide a shield so that a partner is not liable for the acts or omissions of employees and agents, an exception is created to continue to make a partner liable where the partner is directly supervising the employee or agent. At least two variations on this exist.

Should the supervising partner be held liable for the acts and omissions of employees and agents

based strictly on the fact the partner has supervised the employee or agent (Ontario approach)
based on the fact the partner has supervised the employee or agent and has failed to provide such adequate and competent supervision as would normally be expected of a partner in those circumstances (Alberta approach)

Reason for response

Other suggested approach or other comment

7 of 30

8. Should the supervising partner's liability be in relation to

negligent acts or omissions of the employee
the negligence, wrongful act, malpractice or misconduct of the employee

Reason for response

Other suggested approach or comment

8 of 30

9. Which approach should New Brunswick follow for LLP legislation?

partial shield model
full shield model

Reason for response

Other suggestions

9 of 30

10. If New Brunswick follows a full shield LLP approach, should all partners be liable for partnership obligations for which they would be liable if the partnership were a corporation of which they were directors?

Yes No

Reason for response

Other suggestions

10 of 30

11. In relation to provisions to restrict the ability of a LLP to make distributions of its property to partners, should such provisions apply

to a full shield LLP
to a partial shield LLP
to both types of LLPs
to neither type of LLP

Reason for response

Other suggestions or comments

If there are to be restrictions on the ability of a LLP to make distributions of its property to partners, should there be an exception to permit a partner to be paid reasonable compensation for services rendered?

Yes (Model Act and Saskatchewan approach)
No

Reason for response

Other suggestions

11 of 30

12. Should LLPs or members within a LLP that practice a profession be required to have mandatory insurance?

Yes No

Reason for response

Other suggestions

12 of 30

13. Where a LLP is required to have mandatory insurance but does not, should the LLP be treated as an ordinary partnership with respect to rights and obligations acquired while it had no insurance in effect?

Yes No

Reason for response

Other suggestion or comment

13 of 30

14. If you favour mandatory insurance for LLPs, please indicate which of the following professionals should be required to have mandatory insurance in order to practice as a LLP

14 of 30

15. What benchmark should be used in determining which professionals should be required to have some form of mandatory insurance in order to able to practice within a LLP?

15 of 30

16. Who should set the mandatory minimum level of insurance for a particular profession?

the particular profession through its governing body
other mechanism.

Please specify and set out reasons.

16 of 30

17. If LLP provisions are enacted in New Brunswick, do you favour one legislative approach over the other?

prefer approach similar to other jurisdictions of amending existing relevant Acts
prefer a separate statute

Reason for response

17 of 30

18. Do you have any issue with the proposed registration and designation processes for LLPs?

Yes
No

If yes, please specify

18 of 30

19. Do you have any issue with the effect that a cancellation of the registration of a LLP will have?

Yes
No

If yes, please specify

19 of 30

20. Do you have any issue with the proposed registration and designation processes for extra-provincial LLPs?

Yes
No

If yes, please specify

20 of 30

21. When an EPLLP is properly registered in New Brunswick, should New Brunswick defer to the laws of the EPLLP's home jurisdiction as it relates to the scope of a partner's personal liability for the debts and liabilities of the LLP?

Yes No

Reason for response

Any qualifications to response or other suggestions

21 of 30

22. Where an extra-provincial LLP carries on business in New Brunswick but fails to properly register in New Brunswick, should provisions treat the LLP as an ordinary partnership in New Brunswick with respect to rights or obligations acquired pursuant to New Brunswick laws?

Yes No

Reason for response

Other suggestions

22 of 30

23. Should a New Brunswick partner of an extra-provincial LLP have any greater protection against personal liability in respect to his or her practice as a professional in New Brunswick than a partner in a New Brunswick LLP?

Yes No (Alberta and Saskatchewan approach)

Reason for response

Other suggestion

23 of 30

24. Should New Brunswick LLPs be required to have the identifier "LLP" in their name?

Yes No

Reason for response

Should a LLP be able to use a different operating name than its legal name

Yes No

Reason for response

Any qualifications to your response

24 of 30

25. Do you agree that there should be a prohibition on the use of the words "LLP" for non-LLP entities?

Yes No

Reason for response

25 of 30

26. Should an extra-provincial LLP whose name does not contain the "LLP" identifier in its name be required to add the "LLP" identifier to its name when used in New Brunswick?

Yes No (Alberta, Ontario and Saskatchewan approach)

Reason for response

26 of 30

27. When a partnership converts to a LLP, should the approach be:

that the LLP be required to send out a notice

to clients
to clients and creditors

that there be no requirement to send out a notice to clients and creditors

Reason for response

27 of 30

28. Where a LLP fails to provide any statutory notice to clients and third parties, should the LLP be treated as an ordinary partnership (i.e. no shield) for those clients and third parties who should have, but did not get sent, the statutory notice?

Yes No

Reason for response

Other suggestion

28 of 30

29. Do you agree with the above suggestion to streamline the registration procedure where there are a large number of partners in a partnership?

Yes No

Reason for response

Other comments

29 of 30

30. Please identify any other issues that should be considered in relation to LLPs

30 of 30

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