Part 7 – LLP’s and Law Corporations

7.1 Interpretation

7.1.1  In this Part:

  1. “Committee” means the Credentials Committee;
  2. “corporation” means a company incorporated pursuant to the laws of Canada or the laws of a province of Canada;
  3. “extra-provincial LLP” has the same meaning as in the Partnership Act (Nova Scotia), but is limited to an LLP;
  4. “fee” includes hourly rate;
  5. “interjurisdictional law firm” means a law firm
    1. that maintains an office in the Province together with an office in a foreign jurisdiction, and
    2. in which not all the partners, or in the case of a professional law corporation, not all the voting shareholders, are qualified to practice law in the Province,
  6. “law corporation” means a corporation issued a permit by the Society to carry on the practice of law, which permit has not been revoked;
  7. “LLP” means a limited liability partnership under Part II of the Partnership Act (Nova Scotia) that carries on, or holds itself out as carrying on, the practice or profession of a lawyer in Nova Scotia, whether as a Nova Scotia LLP or an extra-provincial LLP;
  8. “Nova Scotia LLP” has the same meaning as in the Partnership Act (Nova Scotia), but is limited to an LLP; and
  9. “partner in an LLP” and “partners in the LLP” includes each individual who is
    1. a partner in an LLP,
    2. a voting shareholder of a Law corporation that is a partner in an LLP,
    3. a partner in a partnership which is a partner in an LLP,
    4. a voting shareholder of a Law corporation that is a partner in a partnership which is a partner in an LLP, and
    5. any combination or extension of items (i) to (iv).

Definition of “prescribed persons”

7.1.2  For the purposes of Sections 21 – 23 of the Act, “prescribed person” means any person.

No Prohibitions on Other Business

7.1.3  For the purpose of subsection 23(4) of the Act, there must not, subject to the Act and these Regulations, be any prohibition on the undertaking and business that a law corporation may engage in or hold itself out as engaging in.

7.2 Interjurisdictional Law Firms

7.2.1  An interjurisdictional law firm may carry on the practice of law in the Province only if:

  • at least one (1) practising lawyer, or in the case of a professional law corporation, at least one (1) voting shareholder, is a practising lawyer and does in fact practice law principally in the Province; and
  • in the case of an interjurisdictional law firm which maintains an office in one (1) or more foreign jurisdictions
  • it operates only in foreign jurisdictions which offer substantially the same treatment to law firms from this jurisdiction as the Society offers to interjurisdictional law firms, or
  • it satisfies the Society that a substantial number of important foreign jurisdictions in which that interjurisdictional law firm operates offer substantially the same treatment to law firms from this jurisdiction as the Society offers to interjurisdictional law firms.


Keep Books Within Canada

7.2.2  An interjurisdictional law firm which maintains an office in one (1) or more foreign jurisdictions shall keep within Canada the books, records and accounts which it is required to keep with respect to its practice in the Province, and shall make them available in the Province on demand by the Society or its designated agent.

Requirement to Practice with Firm

7.2.3  No practising lawyer will practice law in the Province as a member of an interjurisdictional law firm unless the firm complies with the requirements of this Regulation.

Comply with all Regulations

7.2.4  An interjurisdictional law firm must comply with all regulations relating to law firms.

Council May Make Rules

7.2.5   Council may make rules that they consider necessary or advisable for the purposes of this Regulation and, without limiting the generality of the foregoing, may make rules respecting procedures for disciplinary action against an interjurisdictional law firm, including the adaptation, in a manner that Council considers necessary or advisable, of rules respecting proceedings before the Complaints Investigation Committee or the Hearing Committee on matters of practice and procedure before that Committee.

Part III of the Act Applies

7.2.6  The provisions of Part III of the Act apply to interjurisdictional law firms.

Limited Liability Partnerships

7.3 Registration of a Nova Scotia LLP

7.3.1  A law firm that is a partnership that proposes to register as a Nova Scotia LLP under Part II of the Partnership Act (Nova Scotia) may apply to be an LLP.

7.3.2  An application under this Regulation, accompanied by the prescribed fee, shall be in the prescribed form and shall contain:

  • the completed application for registration as a Nova Scotia LLP which it proposes to submit to the Registrar of Joint Stock Companies; and
  • any other information required by the Executive Director for the purposes of registration.

Receipt of Application

7.3.3  On receipt of an application under this Regulation, the Executive Director shall verify that:

  • the partnership and its partners meet all of the applicable eligibility requirements for practice as an LLP that are imposed under the Act;
  • the partners of the partnership have liability insurance in the form and amount required for that purpose by these Regulations; and
  • all of the Nova Scotia partners of the applicant partnership, whether individuals or law corporations, are entitled to carry on the practice of law in Nova Scotia.

7.3.4  When the Executive Director is satisfied that the requirements of Regulation 7.3.3 have been met, the Executive Director will issue a statement of the Society’s approval and certification pursuant to subsection 7(A)(1)(e) of the Partnerships and Business Names Registration Act.

Registration of an Extra-Provincial LLP

7.3.5  Where a partnership that has the status of a limited liability partnership under the laws of a jurisdiction outside Nova Scotia and carries on, or holds itself out as carrying on, the practice of law proposes to register as an extra-provincial LLP under Part II of the Partnership Act (Nova Scotia), the partnership must:

  • forward the prescribed form and the prescribed fee to the Executive Director together with the completed application for registration as an extra-provincial LLP which it proposes to submit to the Registrar of Joint Stock Companies; and
  • any other information required by the Executive Director for the purposes of registration.

Receipt of Application

7.3.6  On receipt of an application under this Regulation, the Executive Director must verify that:

  • the partnership and its Nova Scotia partners meet all of the applicable eligibility requirements for practice as an extra-provincial LLP that are imposed under the Act;
  • the Nova Scotia partners of the partnership have liability insurance in the form and amount required for that purpose by these Regulations; and
  • all of the Nova Scotia partners of the applicant partnership, whether individuals or law corporations, are entitled to carry on the practice of law in Nova Scotia.

7.3.7  When the Executive Director is satisfied that the requirements of Regulation 7.4.5.1 have been met, the Executive Director will issue a statement of the Society’s approval and certification pursuant to subsection 7(A)(2)(g) of the Partnerships and Business Names Registration Act.

Insurance Requirements

7.3.8  A member of the Society who is a partner in an LLP must have and maintain professional liability insurance in the form and amounts required for such member to be a practising lawyer.

7.3.9  A partner in an LLP who is not a practising lawyer and who provides legal services or otherwise carries on the practice of law in Nova Scotia must have an maintain professional liability insurance in the form and amounts as required by the Regulations.

Notification of Non-Compliance

7.3.10  The Executive Director shall provide notification to the Registrar of Joint Stock Companies for the Province of Nova Scotia in accordance with subparagraph 16A(1)(b)(i) of the Partnerships and Business Names Registration Act (Nova Scotia) if the Society becomes aware that:

  • the LLP or one (1) or more of the partners no longer meets all the applicable eligibility requirements for practice as a Limited Liability Partnership that are imposed by the Society under the Act; or
  • one (1) or more of the partners of the LLP no longer have liability insurance in the form and amount required by these Regulations.

Expiry of Registration

7.3.11  The registration of an LLP shall expire on the 31st day of January of the calendar year immediately following the year in which such registration is issued or renewed.

Renewal of Registration

7.3.12  An LLP may renew its permit by providing the Executive Director, on or before the 15th day of January in each year:

  • the information set out in subregulation 7.3.14; and
  • payment of the prescribed renewal fee.

Amendment of Records

7.3.13  If the registration of an LLP expires, the Executive Director must promptly enter in the registry of LLPs a memorandum respecting the expiration of such registration and the Executive Director must provide notification of such expiration of registration to the Registrar of Joint Stock Companies for the Province of Nova Scotia in accordance with Part II of the Partnership Act (Nova Scotia).

Information for Annual Review

7.3.14  The information required for annual review of registration as an LLP must include:

  1. full particulars of any change since registration or the most recent annual renewal, as the case may be, in
    1. the name of the LLP,
    2. the registered office of the LLP,
    3. the number on the register attributed to the LLP,
    4. the partners in the LLP,
  2. a list of all the partners in the LLP who are lawyers;
  3. a list of all the partners in the LLP which are Law corporations;
  4. a list of all the partners in the LLP who are not practising lawyers or Law corporations;
  5. the name and the civic business address of the partner who is designated as the representative of the LLP;
  6. confirmation that each of the persons who will provide legal services or otherwise carry on the practice of law in Nova Scotia on behalf of the LLP is a practising lawyer or otherwise qualified to do so pursuant to Part 6 (Foreign Lawyers) of these Regulations; and
  7. confirmation that the LLP continues to be registered with the Province of Nova Scotia as a Nova Scotia LLP or as an Extra-Provincial LLP (as the case may be) pursuant to Part II of the Partnership Act.

After Expiry

7.3.15  Where the registration for an LLP expires and the partnership wishes to renew its registration with the Society, the partnership must apply under subregulation 7.3.1 and the application shall be treated as an application of first instance.

Notice of Changes

7.3.16  Within fifteen (15) days of a change in the particulars set forth in the application or any renewals of such registration or the most recent notice of change furnished according to this Part, a registered LLP must notify the Executive Director in writing.

Registration does not Affect Application of Act or Regulations

7.3.17  The registration of a partnership as an LLP does not in any manner whatever affect, modify or diminish the application of the Act or any Part of these Regulations to the LLP nor to the partners in the LLP.

Law Corporations

7.4 Application for Law Corporation Permit

7.4.1  A corporation may apply for a permit to carry on the practice of law pursuant to s. 20 of the Act.

Prescribed Form

7.4.2  An application under this subregulation, accompanied by the prescribed fee, must be in the prescribed form and identify:

  • the full name and address of the corporation;
  • the name and basis of qualification of all holders of voting shares of the corporation, along with the number of shares held;
  • the name and basis of qualification of all holders of non-voting shares of the corporation, along with the number of shares held; and
  • all officers and directors of the corporation.

Additional Information

7.4.3  In addition to the information required by subregulation 7.4.2, a corporation applying for a permit under this Regulation must provide:

  • a true copy of the corporation’s certificate of incorporation or, if the certificate is not yet available, confirmation, satisfactory to the Executive Director, that all documents and fees necessary for incorporation have been filed with the Registry of Joint Stock Companies, together with an original solicitor’s declaration that all the requirements of the Companies Act in respect of registration of the corporation and of matters precedent and incidental thereto have been complied with and confirmation that a true copy of the corporation’s certificate of incorporation will be provided to the Executive Director forthwith upon receipt of same by the applicant;
  • if the corporation intends to carry on the practice of law under a business or partnership name, a true copy of the certificate of registration of the business or partnership name or, if the certificate is not yet available, confirmation, satisfactory to the Executive Director, that all the documents and fees necessary for the registration of the business or partnership name have been filed with the Registry of Joint Stock Companies, and confirmation that a true copy of the certificate of registration of the business or partnership name will be provided to the Executive Director forthwith upon receipt of same by the applicant; and
  • a true copy of the corporation’s memorandum of association.

Issue of Permit

7.4.4  Upon being satisfied that all the requirements of the Act and these Regulations in respect of law corporations have been fulfilled by a corporation, the Executive Director must issue to the corporation a permit.

Permitted to Practice

7.4.5  A law corporation issued a permit in accordance with the Act and these Regulations will, subject to the Act and these Regulations, be permitted to carry on the practice of law in the Province.

Validity of Permit

7.4.6  A permit issued to a Law corporation or renewed or reinstated will, subject to the Act and these Regulations, be valid until the 31st day of January of the calendar year immediately ensuing the date of issue or renewal of the permit.

Renewal of Permit

7.4.7  A law corporation may renew its permit by providing to the Executive Director, on or before the 15th day of January in each year:

  • a statement of particulars in the prescribed form; and
  • payment of the prescribed renewal fee.

Issue Renewal

7.4.8  Upon compliance with subregulation 7.4.7 by a law corporation, the Executive Director must, if satisfied that all the requirements of the Act and these Regulations in respect of law corporations have been fulfilled by the Law corporation, issue an annual renewal certificate to the law corporation.

Expiry of Permit

7.4.9  If, for any reason, the permit of a law corporation is not renewed as provided in subregulation 7.4.7, the permit is automatically revoked and the Executive Director must promptly enter in the register of law corporations a memorandum respecting the revocation of such permit.

7.4.10  A corporation may not apply for renewal of a permit that has been revoked, but may apply for a new permit.

Law Corporation Names

7.4.11  If the name of a law corporation does not contain words which denote that the law corporation carries on the practice of law, then the law corporation must carry on the practice of law under a business or partnership name and style that includes “Barrister and Solicitor”, “Law Practice”, “Legal Practice”, “Law Office”, “Legal Office”, “Legal Counsel”, “Attorney”, “Lawyer”, “Law Corporation”, or similar words denoting that the law corporation carries on the practice of law.

No Change of Names

7.4.12  No law corporation will change its name or the name under which it carries on the practice of law without first having obtained written confirmation from the Executive Director that the proposed name complies with these Regulations.

Objects of Law Corporation

7.4.13  A permit will not be issued to a corporation if the objects of the corporation do not permit it to carry on the practice of law and all related and incidental activities and acts required by the Act and these Regulations.

Notice of Changes

7.4.14  A law corporation must inform the Executive Director of any changes in the particulars:

  • set forth in the application furnished pursuant to subregulation 7.4.2; or
  • in the statement of particulars most recently delivered to the Executive Director;

by delivering to the Executive Director a statement of particulars in the prescribed form within fifteen (15) days of such change, together with any prescribed fee.

Law Corporation Suspended or Revoked

7.4.15  A law corporation’s permit is immediately suspended upon the suspension of its only voting shareholder.

7.4.16  A law corporation whose permit is suspended due to the suspension of its only voting shareholder must have its permit reinstated immediately upon the reinstatement of the voting shareholder.

7.4.17  A law corporation’s permit must be immediately revoked upon the disbarment of its only voting shareholder.

7.4.18  A law corporation must not carry on the practice of law while its permit is suspended or after its permit has been revoked.

Revocation or Suspension upon Notice

7.4.19  The permit of a law corporation may be revoked or suspended by the Executive Director upon five (5) days’ notice in writing to the law corporation, where it appears to the Executive Director that the law corporation fails to meet any of the requirements of the Act or these Regulations.

Time to Satisfy Requirements

7.4.20  Notwithstanding subregulation 7.4.15-7.4.17, if a law corporation ceases to fulfill any of the requirements of the Act or these Regulations by reason only of the death, suspension, disbarment or the cessation of practice of a voting shareholder of that law corporation, the law corporation will have thirty (30) days from the date of such death, suspension or disbarment of the voting shareholder, as the case may be, in which to satisfy all the requirements of the Act and these Regulations, failing which the Executive Director may revoke or suspend the permit issued to such law corporation.

Reinstatement of Permit

7.4.21  Upon being satisfied that all the requirements of the Act and these Regulations are satisfied by a law corporation whose permit was previously suspended, the Executive Director may reinstate the permit of such corporation upon receiving from the corporation:

  • a request in writing to have the permit reinstated;
  • a statement of particulars in the prescribed form; and
  • payment of the prescribed reinstatement fee.

Appeal

7.4.22  A law corporation, any member of the corporation affected, or any other interested party may appeal any decision of the Executive Director under the Act or these Regulations regarding law corporations by notice in writing to the Committee within thirty (30) days of any such decision.

Costs

7.4.23  The costs of any appeal pursuant to subregulation 7.4.22 will be borne as determined by the Committee, and the Committee may require security for costs from any party prior to hearing an appeal or at any time during an appeal.

Committee Decision

7.4.24  Upon hearing an appeal, the Committee may, in its discretion, confirm, revoke or alter the decision of the Executive Director under appeal or provide any other remedy it deems fit and appropriate.