Canada Limited Partnership Registration

Register an Ontario Limited Partnership in Canada

Establish your Canadian Limited Partnership through our complete online Ontario Limited Partnership Registration Service. Ecompanies Canada provides an All-Inclusive registration package for Canadian residents, non-residents, international entrepreneurs, investors and foreign companies that want to establish a Limited Partnership in Ontario, Canada.

A Limited Partnership (LP) is a business structure consisting of one or more general partners and one or more limited partners. The general partner is responsible for managing the business and assumes the responsibilities and liabilities associated with that role, while limited partners generally contribute capital and benefit from limited liability according to the applicable legislation and the structure of the partnership.

Limited Partnerships can be used for a wide range of commercial and investment activities, including international business structures, investment ventures, real estate projects, private investment arrangements, joint ventures and other commercial enterprises where the participants want to separate management responsibilities from the participation of investors.

Ecompanies Canada provides a complete Ontario Limited Partnership Registration Service for USD 1,970 All-Inclusive. Our package combines the government registration process with the Registered Office Address and organizational documents required to establish a professionally documented Ontario Limited Partnership.

What Is a Limited Partnership?

A Limited Partnership is different from both a corporation and a General Partnership. It does not have shareholders and directors in the same way as a corporation. Instead, its structure is based on the relationship between one or more general partners and one or more limited partners, whose respective rights and responsibilities are established by applicable partnership law and the Limited Partnership Agreement.

The general partner is responsible for managing the business and affairs of the Limited Partnership. Limited partners, by contrast, generally participate as investors by contributing money or other property to the partnership and sharing in its economic results according to the structure established in the partnership agreement.

Under Ontario’s Limited Partnerships Act, a limited partner’s liability for the obligations of the partnership is generally limited to the value of the money and other property that the limited partner contributes or agrees to contribute, subject to the provisions of the Act. This distinction between the role of the general partner and the position of the limited partners is one of the defining characteristics of the LP structure.

For businesses and investors that want to separate management responsibility from investment participation, the Limited Partnership can therefore provide a flexible structure through which the relationship between the different participants can be organized.

General Partners and Limited Partners

Every Ontario Limited Partnership requires a clear distinction between its general partner or partners and its limited partners. The general partner operates and manages the partnership, while the limited partners normally participate primarily through their capital contributions and economic interests in the business.

The general partner has broad authority over the affairs of the Limited Partnership, subject to the Limited Partnerships Act and the provisions of the partnership agreement. Because the general partner assumes the management role and the associated liability exposure, the selection and organization of the general partner is an important part of establishing the LP.

Limited partners can contribute capital and receive their respective shares of partnership profits or losses according to the terms of the Limited Partnership Agreement. Ontario legislation also provides limited partners with certain rights concerning information and access to the partnership’s books and affairs.

The Limited Partnership Agreement is therefore an important organizational document. It establishes the framework through which the partners define their relationship, contributions, economic participation and other important matters concerning the operation of the partnership.

Why Use a Corporation as the General Partner?

For liability and organizational reasons, Limited Partnerships are frequently structured with a corporation acting as the general partner. Instead of an individual personally assuming the general partner role, a corporation can be established or designated to perform the management function within the LP structure.

The corporation acting as general partner manages the Limited Partnership, while individuals, corporations or other eligible participants can hold interests as limited partners according to the selected structure. This arrangement creates a clearer separation between the entity responsible for management and the investors participating as limited partners.

For example, an international investment structure might establish a Canadian corporation as the general partner and have several individuals or corporate entities participate as limited partners. The precise ownership, management, capital contributions, distributions and decision-making arrangements can then be reflected in the partnership’s organizational documentation.

Ecompanies Canada can provide the Ontario Limited Partnership registration and the organizational documents included with our All-Inclusive package once the participants have determined the structure they want to establish.

Four Characteristics of a Limited Partnership

Although every Limited Partnership should be organized according to its particular business and investment objectives, four characteristics help distinguish the LP structure from a traditional General Partnership.

• The business is managed by one or more general partners. The general partner assumes responsibility for operating and managing the Limited Partnership and carries the broader liability associated with that role.
• Limited partners generally participate as investors. They contribute capital or property to the partnership and participate economically according to the Limited Partnership Agreement.
• Management and investment participation are separated. The LP structure allows the general partner to perform the management function while the limited partners participate according to their rights and interests under the partnership structure.
• Limited partner liability is generally connected to the agreed contribution. Subject to Ontario’s Limited Partnerships Act, a limited partner is generally not liable for partnership obligations beyond the value of money and other property contributed or agreed to be contributed.

These characteristics can make the Ontario Limited Partnership an attractive structure for businesses and investors looking for an alternative to a traditional corporation or General Partnership.

Ontario Limited Partnership Registration for Non-Residents

Canadian residency is not required for a person to be a general partner or a limited partner. This makes Ontario Limited Partnerships particularly interesting for international entrepreneurs, foreign investors and companies that want to establish a Canadian partnership structure while their participants remain outside Canada.

An Ontario LP can therefore be structured with international participants, depending on the requirements and objectives of the partnership. The general partner may be a corporation, while limited partners may include individuals or corporate entities located in Canada or internationally.

This flexibility can make the Ontario Limited Partnership useful for cross-border business structures involving participants from the United States, Europe, Latin America, Asia, the Middle East, Africa and other international markets.

Additionally, when a non-Canadian corporation is acting as a limited partner, it is not required to complete extra-provincial registration in Ontario solely by reason of acting as a limited partner. The activities of the foreign corporation outside its passive partnership interest should nevertheless be considered separately when determining whether another Ontario registration requirement may arise.

100% Online Ontario Limited Partnership Registration

You do not need to travel to Ontario simply to establish your Limited Partnership through Ecompanies Canada. Our registration service is provided online, allowing Canadian and international clients to submit the required partnership information and documentation electronically.

This online model is particularly useful for international structures in which the participants may be located in several different countries. The general partner may be a Canadian or foreign corporation, while the limited partners may be investors located throughout North America, Europe, Latin America, Asia or the Middle East.

Rather than requiring all participants to attend meetings or visit a Canadian office, Ecompanies Canada coordinates the Ontario LP registration and preparation of the included organizational documents through a structured online process.

The result is a practical registration solution for entrepreneurs and investors who want to establish a Canadian Limited Partnership without unnecessary travel or administrative complexity.

USD 1,970 — All-Inclusive Ontario Limited Partnership Registration

Our USD 1,970 All-Inclusive Canada Limited Partnership Registration Service provides the registration, organizational documentation and supporting services required to establish an Ontario Limited Partnership through one comprehensive package.

Rather than advertising a basic filing price and requiring clients to purchase the essential organizational components separately, Ecompanies Canada combines the principal elements of the Ontario Limited Partnership registration into one All-Inclusive service.

The package includes the applicable government registration process, Registered Office Address for five years, the Limited Partnership Agreement and the principal organizational resolutions and registers required to establish an organized partnership record.

One service. One provider. One All-Inclusive price for establishing your Ontario Limited Partnership.

• Ontario Limited Partnership Registration
• Name Search Report confirming the availability of the proposed business name
• Applicable Government Registration Fees
• Ecompanies Canada Professional Service Fees
• Registered Office Address for 5 Years
• Registered Agent Service for 5 Years
• Declaration Form 3 confirming registration of the Limited Partnership
• Organizational Resolutions of the General Partners
• Resolution Admitting Limited Partner
• Limited Partnership Agreement
• Register of General Partners
• Register of Limited Partners
• Required Registration and Organizational Documents
• Electronic Delivery of the Completed Partnership Documents

Registered Office Address for Five Years

Our All-Inclusive package includes a Registered Office Address for five years, providing international and Canadian clients with an established address arrangement for the applicable registration purposes of the Ontario Limited Partnership.

This can be particularly valuable for non-resident participants who do not maintain their own business premises in Ontario. Rather than arranging the registration first and then searching independently for an address solution, the applicable address service is integrated into the Ecompanies Canada package.

The included Registered Office Address is provided for the applicable registration and corporate purposes associated with the Limited Partnership. It should not be interpreted as an unrestricted physical operating office, general-purpose virtual office or unlimited mail-forwarding service. Additional address or mail-handling services, where required and available, are separate.

Because the service is included for five years, clients establishing an international Ontario LP begin with a longer-term address arrangement instead of having to reorganize this component immediately after registration.

Registered Agent Service for Five Years

The package also includes Registered Agent Service for five years, giving international clients an established Canadian corporate services relationship alongside the registration of the Limited Partnership.

For non-resident partners, having a Canadian provider available after the original registration can be particularly useful because future changes to the partnership may require additional registry services or corporate documentation.

The five-year service period provides continuity beyond the initial registration. Instead of treating the establishment of the LP as an isolated transaction, Ecompanies Canada provides a longer-term foundation from which the partnership can maintain and develop its Canadian registration.

Additional registry transactions, amendments, renewals or other corporate services required during the life of the partnership are separate services unless expressly included in the original package.

Declaration Form 3

The registration package includes the applicable Declaration Form 3 associated with the Ontario Limited Partnership registration. The declaration contains the information required to establish the partnership registration and forms an important part of the official registration process.

Ecompanies Canada coordinates the information required for the declaration as part of the registration service. This helps international clients avoid having to navigate the registration process independently or determine which information needs to be submitted to the Ontario registry.

Once the registration has been completed, the applicable confirmation and organizational documents form part of the Limited Partnership’s business records.

Limited Partnership Agreement

Our All-Inclusive package includes a Limited Partnership Agreement, one of the central organizational documents of the LP structure. The agreement provides the framework governing the relationship between the general partner and the limited partners.

The agreement can address important organizational matters concerning the partnership, including the roles of the partners, capital contributions, economic participation, admission of partners and other provisions governing the relationship between the participants.

This is particularly important when an LP involves several investors or international participants. The partnership should have an organized written framework rather than relying exclusively on the registration itself to define the relationship between the participants.

Including the Partnership Agreement as part of the package helps establish the organizational foundation of the Limited Partnership from the beginning.

Organizational Resolutions and Partnership Registers

The package also includes Organizational Resolutions of the General Partners, a Resolution Admitting the Limited Partner, a Register of General Partners and a Register of Limited Partners.

These documents help establish an organized record of the partnership and its participants. Ontario’s Limited Partnerships Act contains requirements concerning the record of limited partners, and the Registrar can require a copy of that record in specified circumstances.

For an international partnership, maintaining an organized record can be particularly valuable when participants are located in different countries or when the structure includes corporate entities as partners.

Our objective is therefore not merely to obtain the registration. We provide the principal organizational documentation included in the package so that the LP begins with a structured partnership record.

Tax Treatment of a Canadian Limited Partnership

One of the characteristics that can make a Limited Partnership attractive is its treatment as a partnership rather than as a conventional corporation for Canadian income tax purposes. The CRA explains that partnership profits or losses are generally allocated among the partners based on the partnership arrangement, with the partners reporting their respective shares.

An LP is not considered a separate taxable entity under the Income Tax Act (Canada). Therefore, it is not required to pay income taxes or file a corporate income tax return. Instead, all profits received by an LP are passed through the LP. Profits and losses are then allocated among the partners of the LP at the end of the fiscal year, in accordance with the terms of the LP agreement governing the LP’s business and affairs.

Partners who are Canadian residents are required to include their part of the profit received through the LP in their personal or corporate tax returns. Partners who are not Canadian residents are not subject to withholding tax on the profits they receive from the LP.

The tax position of a particular partner can nevertheless depend on the character and source of the income and the activities conducted by the partnership. Canadian withholding rules can apply to certain payments involving non-residents, and the CRA maintains specific rules for partnerships with non-resident partners.

For this reason, international participants commonly coordinate the partnership’s registration structure with their own professional tax planning in the jurisdictions where the partners are resident.

Limited Partnership Versus Corporation

A Limited Partnership and a corporation are fundamentally different business structures. A corporation is a separate legal entity owned through shares and governed through its directors and officers. A Limited Partnership, by contrast, is organized around the relationship between its general and limited partners.

In a corporation, shareholders generally participate through their ownership of shares. In an LP, participants hold partnership interests and receive their respective economic participation according to the partnership structure and agreement. The management function is concentrated in the general partner rather than a corporate board of directors.

This distinction can make an LP attractive where the business or investment arrangement requires a managing general partner combined with one or more passive or investment-oriented limited partners.

Neither structure is automatically appropriate for every business. The selection depends on the intended commercial activities, ownership structure, tax planning and jurisdictions involved. Ecompanies Canada provides registration services for both corporations and Limited Partnerships so that clients can establish the structure they have selected.

Limited Partnership Versus General Partnership

A General Partnership does not create the same distinction between a managing general partner and limited partners. In a traditional General Partnership, the partners participate as general partners and can have broader responsibility for partnership obligations.

The Limited Partnership creates two categories of participants. The general partner manages the partnership and assumes the broader liability associated with that role, while the limited partners generally receive the liability protection established under the applicable Limited Partnerships legislation.

This distinction is particularly useful when some participants are primarily investors while another person or entity is responsible for managing the business.

The LP structure can therefore provide a clearer division of responsibilities and economic participation than a traditional General Partnership, particularly for investment structures and ventures involving multiple participants.

Ontario Limited Partnerships for International Business

The ability to include non-resident partners makes Ontario Limited Partnerships particularly relevant to international business structures. An LP can bring together individuals and companies located in different jurisdictions under one Canadian partnership arrangement.

An international entrepreneur may establish a corporation to act as general partner and bring additional investors into the structure as limited partners. A foreign company may participate as a limited partner in a Canadian investment project. Several international investors may also use an Ontario LP as the partnership vehicle for a common commercial venture.

Because Ecompanies Canada operates online, the participants can coordinate the registration remotely even when they are located in different countries. The Ontario registration, organizational documentation and included five-year address and Registered Agent services can be coordinated through one provider.

This makes the service particularly useful for international clients looking for a practical Canadian Limited Partnership registration solution without establishing their own physical administrative infrastructure in Ontario immediately.

Corporate General Partner Formation

Clients establishing an Ontario Limited Partnership may also need a corporation to serve as the General Partner. If the participants do not already have an appropriate corporation, the incorporation of a new corporate General Partner can be arranged separately from the Limited Partnership registration.

Using a corporate General Partner can create a more structured separation between the management vehicle and the limited partners participating in the investment. The corporation becomes the General Partner and manages the LP, while the limited partners hold their respective partnership interests according to the Limited Partnership Agreement.

This creates a structure involving two distinct registrations: the corporation serving as General Partner and the Ontario Limited Partnership itself. Each entity has its own registration, organizational documentation and ongoing requirements.

Ecompanies Canada can assist clients requiring both components so that the corporate General Partner and Limited Partnership can be organized as part of the broader Canadian business structure.

Ongoing Services After Your Limited Partnership Is Registered

The needs of an Ontario Limited Partnership can change after registration. New partners may be admitted, existing partners may leave, addresses or partnership information may change, organizational documentation may need to be updated or additional Canadian registrations may become necessary as the business develops.

Ecompanies Canada can continue supporting the partnership after the original registration. Additional amendments, partnership documentation, registry transactions and related corporate services can be coordinated separately as required.

This ongoing relationship is particularly valuable for international partners who want to maintain a Canadian corporate services provider instead of searching for a new provider whenever the LP requires a change or additional filing.

Our objective is therefore to establish a relationship that can continue beyond the original registration and support the partnership as its activities and structure evolve.

Why Register Your Ontario Limited Partnership with Ecompanies Canada?

Registering a Limited Partnership should involve more than submitting a government form. The partnership needs an organized structure, appropriate registration documentation, a Partnership Agreement and records identifying its general and limited partners.

Ecompanies Canada combines these components through our USD 1,970 All-Inclusive Ontario Limited Partnership Registration Service. The package includes the government registration, applicable fees, five-year Registered Office Address, five-year Registered Agent Service, Declaration Form 3, organizational resolutions, Limited Partnership Agreement and registers of the General and Limited Partners.

For international clients, the online structure of our service provides another important advantage. You can establish your Ontario Limited Partnership remotely without travelling to Canada simply to begin the registration process.

Most importantly, Ecompanies Canada can remain available as the partnership develops. Whether you later need amendments, additional documentation, a corporate General Partner or other Canadian corporate services, your relationship with us does not need to end when the initial LP registration is completed.

Start Your Ontario Limited Partnership

If you are ready to establish an Ontario Limited Partnership, Ecompanies Canada can coordinate the registration and organizational documentation through our complete online service.

To begin, provide us with the proposed partnership name and the full legal name and address of the General Partner and each Limited Partner. If a corporation will act as General Partner, provide the applicable corporate information. Once the required information is received, we can organize the documentation necessary to proceed with the registration.

USD 1,970 — All-Inclusive Ontario Limited Partnership Registration

Ontario Limited Partnership Registration • Government Registration Fees • Registered Office Address for 5 Years • Registered Agent Service for 5 Years • Declaration Form 3 • Limited Partnership Agreement • Organizational Resolutions • Register of General Partners • Register of Limited Partners

Establish your Ontario Limited Partnership online with Ecompanies Canada.

Ecompanies Canada — Incorporate. Register. Expand. Maintain.

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