Archive | Corporate Registries

An Ontario limited partnership (LP) is a partnership among persons carrying on business in common. It is composed of a general partner (or partners) and one or more limited partners. The limited partners benefit from limited liability. In an Ontario Limited partnership, management is conducted by the general partner(s), who is/are fully liable for all […]

A Limited Partnership is formed in Ontario according to the statutes of the Ontario Limited Partnership Act. A limited partnership is a partnership governed by statute and any governing documents agreed to between the parties (e.g. limited partnership agreement). Registration and Amendment Provide for requisite registration under the Business Names Act and an undertaking by […]

A Limited Partnership is formed in Ontario according to the statutes of the Ontario Limited Partnership Act. A limited partnership is a partnership governed by statute and any governing documents agreed to between the parties (e.g. limited partnership agreement). Arbitration of Disputes It is best to keep disputes between partners out of courts since it […]

Insurance Determine the kinds of professional liability and commercial insurance coverages, the limits and the deductibles that are appropriate for the partnership. These should be reviewed annually/periodically. Consider an obligation on each partner to purchase a stipulated amount of term insurance on the life of the other partners sufficient to fund in whole or in […]

Partnership Property Partnership property should be registered in the firm’s name or in the name of one or more of the partners. If the latter is done, clearly define the property in the agreement. See ss. 21-22 of the Act. Advantages of Limited Partnerships in Ontario Highly prestigious Canadian Company No restrictions on the residency […]

Valuation of Partnership Interest Determine how the amount to be paid to a withdrawing/retiring, expelled or deceased partner for the partner’s interest in the partnership is to be calculated. Determine whether goodwill will be included in the valuation. If so, the valuation could be based on a reasonable multiple of profits over the past several […]

Consider including a provision that gives continuing partners a right (but not an obligation) to purchase an outgoing partner’s interest. For example, mandatory retirement at a specified age with a right allowing the remaining partners to purchase the retiring partner’s interest. Advantages of Limited Partnerships in Ontario Highly prestigious Canadian Company No restrictions on the […]

Consider including a provision that requires continuing partners to purchase an outgoing partner’s interest on retirement, expulsion or death. Advantages of Limited Partnerships in Ontario Highly prestigious Canadian Company No restrictions on the residency of partners Availability of one-man limited partnership, when one person is a sole general and limited partner There is no minimum […]

Unless otherwise agreed, no person may be introduced as a partner without the consent of all existing partners (see s. 24(7) of the Act). Consider providing for a simple majority vote or 50 per cent or more of the partnership interests. A new partner should be specifically required to become bound under the existing partnership […]