Ontario Limited Partnership Registration
An Ontario limited partnership is formed 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).
Limited partnerships must consist of a least one person who is the GENERAL partner and one person who is a LIMITED partner.
A GENERAL partner is essentially like a partner in a general partnership. They have all the rights and powers to manage and bind the limited partnership. Importantly their liability is UNLIMITED. On the other hand, the LIMITED partner is a silent partner. They don’t get involved in controlling the business of the partnership and their liability is generally LIMITED to the value of money and other property which they contributed to the limited partnership.
Advantages of Ontario Limited Partnerships
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 authorized capital. Partners can make any contribution to the limited partnership
No withholding tax on profit received by partners outside of Canada
No requirements to file corporate tax returns
No corporate income tax.
Common Use of Limited Partnership
Regular trading company for doing business in Canada, US, EU and other highly regulated jurisdictions;
Agent working under Sales Agency Agreement (Principal may be any legal entity including companies registered in low and zero tax jurisdictions);
Software development and IT support services, when major customers are located in Canada, US and EU;
Online-based businesses (website development, marketing services, auctions, web stores, etc.)
General Ontario Limited Partnership Features
Each Limited Partnership is required to have a legal name. The name must include a legal element, such as “Limited Partnership” or “LP”.
LP Name cannot include the last name or a distinctive corporate name unless it is the last name or corporate name of one of the general partners.
The name of a Limited Partnership may be in English form, French form or both.
The name cannot include restricted words, such as “bank”, “trust”, “insurance”, “stock exchange”, “university”, “academy” , etc.
Time Required for Registration
Company Formations registers Limited Partnerships in Canada, Ontario, in 3 to 5 business days.
A minimum of one general partner is required, who may be a resident of any country.
Corporate general partners are permitted. If a corporation is incorporated outside of Canada, it must be registered in Ontario as Extra-Provincial Corporation before it becomes a general partner.
Each limited partnership must have a minimum of one limited partner, who may be an individual or legal entity.
No Canadian residency is required.
When a non-Canadian corporation is a limited partner, extra-provincial registration of the corporation in Ontario is not required.
A person may be a general partner and a limited partner at the same time in the same limited partnership. Therefore, just one person is needed for registration of limited partnership.
Share Capital – Contributions
There is no minimum or maximum amount of contribution is required; however, it is usual to declare Standard authorized capital – CAD 1.000.
Partners may contribute money and other property to the limited partnership, but not services.
The interest of a partner in the limited partnerships is considered as a personal property.
General partners have unlimited personal liabilities for debts and obligations of the limited partnership.
Liability of the limited partners is restricted by the size of their contributions into the limited partnerships.
A limited partnership is managed by its general partners unless the Partnership Agreement allows general partners to appoint a manager.
Annual General Meeting
A limited partnership is not required to hold its annual general meetings.
Address of Principal Place of Business
The form confirming registration form of a limited partnership must include its address of principal place of business in Ontario. Limited partnerships are required to keep at its Ontario address records of its partners, copies of all resolutions and Partnership Agreement.
Our company provides Ontario address to its clients and maintains all records for clients limited partnerships. The address also accepts letters from the Ontario government.
When a client would like to receive letters sent by his banks, customers, and suppliers at the Ontario address, he has to order our virtual office services.
Beneficial Ownership Information
Information with regard to ultimate beneficial ownership must be disclosed to the Registered Agent of the company and is held by the agent on a confidential basis.
Request More Information
For more information about our Ontario Limited Partnership Registration Services, please contact us using the form below: