Totally Impressed with the service I received. The process was swift and registration completed in a few working days. No wonder the ratings are so high on Google. Keep up the great work.
REGISTER OR RENEW YOUR LIMITED PARTERSHIP IN ONTARIO
Registering a limited partnership in Ontario is simple with the help of Ontario Business Central. Whether completing a new registration or filing a renewal, we make it easy to get your limited partnership up and running quickly.
What is a Limited Partnership?
An Ontario Limited Partnership (LP) is a business structure that offers a clear division of roles and
liabilities between two types of partners:
General Partners
These partners manage the day-to-day operations of the LP and have unlimited liability.
This means they are personally responsible for the LP's debts and obligations if the LP's assets are insufficient to cover them.
Limited Partners
Limited partners are passive investors. They contribute capital to the LP but have limited liability up to the amount of their investment.
They are not involved in managing the business and have minimal say in its operations.
What Are the Advantages of a Limited Partnership?
An LP structure provides several advantages:
Attracting Investment
LPs allow businesses to raise capital from limited partners who seek passive investment opportunities without the risks associated with unlimited liability.
Limited Liability For Investors
Limited partners personal assets are protected if the LP encounters financial difficulties.
Management Expertise
General partners can be experienced business professionals who bring valuable skills and knowledge to the LP.
Pass-Through Taxation
Profits and losses of the LP pass through to the partners on their personal tax returns.
Benefits For
the Limited Partnership
- Tax Efficiency: LPs are flow-through entities. Profits and losses pass through to the partners, avoiding double taxation (taxed at the corporate level and again at the personal level).
- Flexibility: LPs offer flexibility in structuring ownership and profit sharing arrangements.
- Increased Credibility: For some investors, an LP structure can be seen as a more established and credible business entity compared to a sole proprietorship.
Benefits For
General Partners
- Access to Capital: General partners can raise capital from limited partners to fund business growth and expansion.
- Management Control: General partners have full control over the LP's operations and decision-making.
- Profit Sharing: General partners also share in the profits of the LP, along with limited partners.
Benefits For
Limited Partners
- Limited Liability: This is the primary benefit for limited partners. Their liability is limited to the amount of their investment in the LP. Their personal assets are protected if the LP encounters financial difficulties.
- Passive Investment: Limited partners are not involved in the day-to-day management of the LP. They can enjoy the potential returns on their investment without the burden of running the business.
- Profit Sharing: Limited partners share in the profits of the LP according to their investment percentage.
Disadvantages of an Ontario Limited Partnership (LP)
While LPs offer advantages, there are also some drawbacks to consider:
Formation Requirements
There are legal formalities involved in setting up and maintaining an LP. This includes filing a declaration with the government and potentially having a lawyer draft a Limited Partnership Agreement (LPA).
Limited Partner Restrictions
Limited partners have restricted involvement in management. They cannot participate in day-to-day operations or decision-making, which might not be ideal for some investors seeking a more active role.
General Partner Liability
The general partner(s) carry significant personal liability for the LP's debts and obligations. This can be a major downside and requires careful consideration.
Tax Implications
While taxation can be advantageous with pass-through, there might be specific tax considerations for non-resident partners or limitations on expense deductions for limited partners. Consulting a tax professional is recommended.
What is Required to Register an Ontario Limited Partnership?
- Business Name: Your LP's name must comply with specific naming rules set out in the Limited Partnerships Act (LPA). It typically ends with "Limited Partnership" or "LP".
- Principal Place of Business: The address of your LP's primary place of business in Ontario.
- Email Address: Used to relay any future correspondence from the government regarding the LP.
- Business Activity: A brief description of the LP's business activities.
- Name of Person Authorizing Registration: The person registering or a person acting under power of attorney to authorize this registration.
General Partner Requirements
- Number of General Partners: The declaration requires specifying the number of general partners in the LP (there must be at least one).
- General Partner Information: In contrast to limited partners, the declaration must include details about each general partner, including:
- Full Name: The legal name of each general partner.
- Type of Entity: Whether the general partner is an individual, corporation, or another type of legal entity.
- Address for Service in Ontario: A valid address within Ontario where legal documents can be served to the general partner(s).
Limited Partner Requirements
- Number of Limited Partners:The declaration you file with the Ontario Ministry of Government and Consumer Services (MGCS) requires indicating the number of limited partners involved in the LP.
- Limited Partner Information: Importantly, the full names and addresses of limited partners are not included in the public declaration. This protects their privacy and reflects their limited liability status
How Long Does It Take to Register a Limited Partnership in Ontario?
Standard processing is 3-7 business days or rush for same day when ordered prior to 4pm, Monday through Friday 9 AM to 5 PM EST.
What if I Want to Renew an Ontario Limited Partnership?
Ontario Limited Partnerships are active for 5 years. If your registration has expired, you can still renew it by paying additional government fees. These fees vary based on how much time has passed since the expiry. Our team will verify your expiration date and notify you by email if any extra fees apply.
What our clients say about us
donald wingell
4 months ago
Kelly White
7 months ago
It was very easy to renew my business license online. An agent followed up with me immediately by email when she noticed an address discrepancy on my application. It was easily resolved. Prompt, professional and friendly service.
Gazelle Ghajar
6 months ago
Awesome company to work with. Website is easy to navigate into finding what you need, online forms are simple to fill in, and the request was processed and confirmed within the afternoon! Very impressed with their service and will be using again for my husband's business come January.
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