Establish an LP with general partners (active managers) and limited partners (passive investors) under Ontario's Limited Partnerships Act. From $174.99 + $210 government fee, with 2-hour rush available.
Provide LP name (must end in "LP" or "Limited Partnership"), principal Ontario address, general partner details, and number of general partners. About 5-10 minutes
Standard ($174.99 + $210 government fee, 3-7 days) or Rush (+$75.01, 2-hours).
Pay by credit card.
Once processed by the Ontario Business Registry,
we email your Limited Partnership Declaration and Business Identification Number.
An agent reviews every submission for accuracy before filing.
If we spot any issues with your name, partner details, or NAICS code, we contact you before submitting to avoid Ministry rejection.
A two-tier business structure for active managers and passive investors
An Ontario Limited Partnership (LP) is a business structure under the Limited Partnerships Act that combines two types of partners: General Partners, who actively manage the business and assume unlimited liability, and Limited Partners who contribute capital as passive investors with liability capped at their investment. LPs are popular for investment vehicles like real estate syndicates, film financing, venture capital funds, and family offices because they let investors participate in profits without the management responsibility or personal liability beyond their capital contribution. LPs are filed with the Ontario Business Registry via Form 5306 - Declaration of Limited Partnership, valid for 5 years, then renewable.
Different partner types to support your business needs and capital raising.
Renewal Window: 6 Months before expiry. The LP can be renewed after expiry for an additional late fee.
Each partner reports its share on the applicable T1/T2/T3 return. A T5013 Partnership Information Return is required if a partner is a corporation.
Free Renewal Reminder Service - Built In
You don't need to set your own reminder. We track your 5-year expiry and send a free renewal email reminder 30 days before your registration expires, so you never incur extra late fees by missing the 60-day grace period.
General partners manage the day-to-day operations of the LP and hold full control over its decisions. They can raise capital from limited partners to fund growth, and they share in the LP's profits alongside those investors. The trade-off is unlimited personal liability — they are personally responsible for the LP's debts and obligations if the LP's assets fall short. This significant liability exposure is the main downside of the role and requires careful consideration. General partners' names and addresses for service in Ontario also appear on the public Declaration of Limited Partnership, and every LP must have at least one.
Limited partners are passive investors who contribute capital and share in the LP's profits according to their investment percentage. Their liability is capped at the amount they invest, so their personal assets are protected if the LP runs into financial difficulty — the primary benefit of the role. In exchange, they cannot take part in day-to-day operations or decision-making, which may not suit investors seeking a more active hand in the business. Their names and addresses are kept off the public declaration, reflecting their passive, limited-liability status.
2-Hour Rush Available, Otherwise 3 to 7 Business Days to Obtain Your Limited Partnership Declaration
Our team reviews your submission for accuracy. Standard filing goes to the Ontario Business Registry within 3-7 business days. Rush filing (ordered before 3pm Mon-Fri EST) is filed within 2 hours.
The Ontario Business Registry processes the Declaration of Limited Partnership. You receive your stamped Declaration by email.
We strongly recommend having a lawyer draft a Limited Partnership Agreement (LPA) to govern partner relationships, profit distribution, and decision rights. The LP should also obtain a Federal Business Number (BN) for tax purposes if not yet assigned.
Key Differences to Help You Decide Which Structure Fits Your Business
| Factor | Limited Partnership | General Partnership | Incorporation |
|---|---|---|---|
| Best for | Real estate syndicates, funds, passive investors | Multiple equal active owners | Operating businesses needing liability protection |
| Owner Structure | 1+ General Partners + 1+ Limited Partners | 2+ Partners, all equal | 1+ Shareholders, Directors, Officers |
| Manager Liability | General Partners: Unlimited | All partners: Unlimited | Officers/Directors: Limited |
| Investor Liability | Limited Partners: capped at investment | N/A - No investor class | Shareholders: Limited to investment |
| Taxation | Pass-through to partners | Pass-through to partners | Corporate Tax (Separate filing) |
| Privacy of Investors | Limited Partner names not public | All partners listed publicly | Shareholders not public |
| Registration Fee (OBC) | $425.82 (incl. $210 government fee) | $152.66 (incl. $60 government fee) | From ~$300+ |
| Renewal Cycle | Every 5 Years | Annual Return Required | |
Common scenarios where the LP structure makes the most sense
Pool capital from multiple investors to acquire commercial buildings, multi-unit residential, or development projects. General Partner manages, Limited Partners receive proportional returns.
Production companies (GP) raise capital from investors (LPs) to finance films, TV series, or media projects. Common structure for tax credits and structured returns.
VC firm (GP) raises a fund from institutional and individual investors (LPs) to invest in startups. Standard structure for managed investment vehicles.
Affluent families pool capital across generations into a single LP. Family member manages; other members participate as passive investors with privacy.
Quick answers to the most common questions about registering or renewing an LP
General partners actively manage the LP's day-to-day operations and bear unlimited personal liability for its debts. Limited partners contribute capital as passive investors and have liability capped at the amount of their investment. Limited partners cannot participate in management without losing their limited liability protection. An LP must have at least one general partner.
A General Partnership has only one type of partner. All owners share unlimited liability and management responsibility equally. A Limited Partnership has two distinct partner classes: general partners (active, unlimited liability) and limited partners (passive, liability limited to investment). LPs are designed for investment scenarios where you want passive investors who don't manage the business. GPs are designed for multiple equal active owners.
Standard filing through Ontario Business Central takes 3 to 7 business days. Rush filing is available for same business day processing (2 hours when ordered before 3pm Mon-Fri EST) for an additional fee. The exact time depends on Ministry processing volumes and any reviews required for your LP name compliance.
The Ontario government filing fee for LPs is $210 (vs. $60 for a GP), reflecting the more complex regulatory framework under the Limited Partnerships Act. LPs require a formal Declaration of Limited Partnership filing with detailed general partner information. The total cost through Ontario Business Central is $425.82 for an LP versus $152.66 for a GP. The price difference reflects the government fee, not our service fee.
Every 5 years. Ontario Business Central tracks your renewal date and emails you when it's due, free of charge. If your LP has already expired, you can still renew by paying additional government fees that vary based on how much time has passed since expiry. Our agents will verify your expiration date and contact you by email if any extra fees apply.
Not legally required for registration, but strongly recommended. A Limited Partnership Agreement (LPA) is a contract among the partners that governs profit distribution, capital contributions, voting rights, withdrawal procedures, and dispute resolution. Without an LPA, default rules under the Limited Partnerships Act apply, which may not match your intended structure. We recommend engaging a lawyer to draft your LPA.
No. The Declaration of Limited Partnership filed with the Ontario Business Registry only requires the number of limited partners, not their names or addresses. Limited-partner details are not shown on the filed declaration, but Ontario law requires a separate record of limited partners that is subject to statutory inspection rights. This protects investor privacy and reflects their limited liability passive role. General partners, however, must be fully identified in the public declaration along with their addresses for service in Ontario.
An LP doesn't pay income tax itself; each partner reports their share of its income or loss on their own return, and tax treatment can differ for non-resident limited partners. The LP must also file a T5013 Partnership Information Return if it exceeds $2 million in revenues plus expenses or $5 million in assets, has a corporation, trust, or partnership as a partner, or receives a CRA demand to file. We recommend consulting a tax professional familiar with partnership structures.
The LP name must end with "Limited Partnership" or the abbreviation "LP" per the Ontario Business Registry. The name cannot be deceptively similar to existing registered names, cannot suggest connection to government entities without authorization, and cannot include restricted terms (like "bank" or "trust" without proper licensing). We can run a name search before registration to confirm availability.
Limited partners cannot participate in the management or day-to-day operations of the LP without risking the loss of their limited liability protection. They can vote on major partnership decisions outlined in the LPA (such as adding partners, dissolving the LP, or amending the agreement) but cannot direct operations. If a limited partner becomes too involved in management, they may be treated as a general partner with unlimited liability.
Have a different question? Speak with an agent or call 1-800-280-1913
Start your registration in 2 to 5 minutes
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