Avoiding Common Errors with Corporate Registries Filings. Pages 3-6: Business Corporations Act (incorporated companies) Pages 7-11: Partnership Act (includes Sole Proprietorships) Pages 12-14: Rejection and Appeal. Review by Corporate Registries.
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269. (1) The Registrar may refuse to receive, file or register a document submitted to him or her where the Registrar is of the opinion that the document
(a) contains material that is contrary to law;
(b) by reason of any omission or error in description, has not been duly completed;
(c) does not comply with the requirements of this Act;
(d) contains any error, alteration or erasure;
(e) is not sufficiently legible;
(f) is not sufficiently permanent for the Registrar’s records; or
(g) is not accompanied by the prescribed fee.
Filings can be refused if the Registrar is of the “opinion” that the filing is contrary to law, is incomplete or incorrect, does not comply with the Act, is illegible or not sufficiently permanent, or is submitted without the fee.
Name Must be the Complete Legal Name
The Previous Year’s Return Must Have Been Filed
Opportunity for Contradiction Example: If the answer to 3 and 4 is yes, no additional notices should be attached
The Date Signed Cannot be before the Anniversary date
Name Must be the Complete Legal Name
Must be Postal and Street Address—NOT a PO Box
Must be Postal and Street Address—If there is no separate records office, insert “N/A”
Must be a PO Box—If there is no separate PO Box, insert “N/A”
Original Signature in Ink is Required
Section 104 of the Partnership Act provides:
(3) The Registrar may refuse to register a filed document if
(a) the document does not comply with the requirements of this Act or the regulations;
Generally, filings can be rejected by the Registrar if he is of the “opinion” that the filing does not meet the requirements of the Act or the Regulations.
58. (1) A limited partnership is formed when a certificate substantially complying with subsection (2) is registered.
(2) A certificate must be signed by all the persons wishing to form a limited partnership and must state
(a) the firm name under which the limited partnership is to be conducted;
(b) the character of the business;
(c) the name and place of residence of each partner, general and limited partners being respectively designated;
(d) the term for which the limited partnership is to exist;
The standard for the rejection of a Limited Partnership is whether the information in the certificate is “Substantially Complying” with the Act, specifically s. 58(2).
90. (1) An extra-territorial limited partnership that carries on business in the Territories shall, within 30 days after commencing to carry on business in the Territories, file a certificate containing the prescribed information and signed by all general partners.
(2) A certificate must be supported by evidence satisfactory to the Registrar that the partnership exists as a limited partnership in the jurisdiction in which it was formed.
4. A certificate for registration of an extra-territorial limited partnership referred to in subsection 90(1) of the Act must contain the following information:
(a) the firm name under which the extra-territorial limited partnership is to be conducted;
(b) the nature of the business;
(c) the name and place of residence of each general partner;
(d) the term for which the extra-territorial limited partnership is to exist;
The standard for the rejection of an ET Limited Partnership is non-discretionary—the certificate “must contain” the enumerated information in s. 4 of the Regs.
Limited Liability Partnerships
102.9 (4) An application must be filed in a form satisfactory to the Registrar and must include
(a) the name of the partnership;
(b) a description of the business of the partnership;
(c) a description of the eligible professions, if any, in which the partners practice;
Extra Territorial Limited Liability Partnerships
102.25 (3) […] “form satisfactoryto the Registrar”[…] “must include”[…]
The standard for the rejection of an LLP or ETLLP includes both a discretionary element—“form satisfactory to the Registrar” and a non-discretionary element—the form “must include” the required items.
Things you should consider doing:
248. A person who feels aggrieved by a decision of the Registrar […] may apply to the Court for an order requiring the Registrar to change the decision, and on the application the Court may so order and make any further order it considers fit.