SOME LACUNÆ IN THE LAW OF LIMITED PARTNERSHIPS

Abstract

The author identifies a number of areas where the law of limited partnerships in Canada is ambiguous or inadequate: separate legal personality; the circumstances under which a limited partner will lose limited liability for taking part in “control” of the business of the partnership; the legal consequences of a limited partner’s death; whether limited partnership units may be issued in classes or series. Looking to developments in the United States and the United Kingdom, the author proposes reforms which are necessary to maintain the competitiveness of Canadian jurisdictions in attracting investment through the formation of limited partnerships.