Limited Partnerships are a simple form of business registration in Canada, which creates a Canadian company and does not generate filing and tax obligations in Canada for partners who are not residents of Canada.
A partnership is an association or relationship between two or more individuals, corporations, trusts, or partnerships that join together to carry on a trade or business.
Our company offers registration of Limited Partnerships in Ontario for non-Canadian residents.
This form of business registration is extremely popular among software developers, web programmers, computer support specialists and IT service providers, who offer services to customers in Canada, US and Europe.
Each partner contributes money, labour, property, or skills to the partnership. In return, each partner is entitled to a share of the profits or losses of the business.
The business profits or losses are usually divided among the partners based on the partnership agreement.
The following documents and services are included:
Name Search confirming uniqueness of the name
Government registration fee
Registered office address in Ontario for one year
Declaration Form 3 confirming registration of the Limited Partnership
Organizational Resolutions of the General Partners
Resolution Admitting of Limited Partner
Register of General Partners
Register of Limited Partners
Advantages of a Canadian Limited Partnership
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
Information about Limited Partnership for Non-Residents
- 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, webstores, etc.)
Limited Partnership is not considered a taxable entity. Therefore, an LP is not required to file corporate tax returns and pay income taxes.
All profit received by Limited Partnership passes through the company to its partners. Partners, who are not Canadian residents do not have tax liabilities in Canada. If a partner is a Canadian resident, he is required to include his part of profit received through the Limited Partnership into their personal tax return and pay personal income tax.
There is no withholding tax on the profit passed to partners, who are non-Canadian residents.
There are no audit requirements for Limited Partnerships.
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 a 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, French or both.
The name cannot include restricted words, such as “bank”, “trust”, “insurance”, “stock exchange”, “university”, “academy” , etc.
Our company registers limited partnerships in 1 to 3 business days.
A minimum of one general partner is required, and may be a residents 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. Therefore, just one person is needed for registration of a limited partnership.
There are no minimum or maximum amount of contribution required.
Partners may contribute money and other property to the limited partnership, but not services.
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 partnership.
Limited partnership is managed by its general partners unless the Partnership Agreement allows general partners to appoint a manager.
The form confirming registration of a limited partnership must include its address of principal place of business in Ontario. A limited partnership is required to keep at its Ontario address records of its partners, copies of all resolutions and Partnership Agreement.
Our company provides an 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.
The annual fee is payable from the second year.
The fee includes the address of principal place of business (registered office address) in Ontario, mailing address accepting government correspondence and the government renewal fee.
Our company scans letters received for your company and forward copies via email. We shred the originals unless you request to forward them to you via courier or registered mail for an additional fee. If you expect more than 30 letters annually, please contact our company to receive a quotation.
If you need a dedicated Canadian phone line with voice mail greeting of your company, we are able to provide it to you. To get a quotation, please contact our company.
Virtual office services are available for our clients, who use our registered office address.