Limited Partnership (LP) Registration
Register a Limited Partnership in Canada
A limited partnership lets you raise capital from investors who take a share of the profits without taking on the liability — or a seat at the table. We prepare and file your declaration of limited partnership with the correct provincial registry, so the line between your general partner and your limited partners is documented from day one.
standard registration turnaround
Why Register With Us
- General and limited partner roles defined on the record
- Declaration prepared, reviewed, and filed by a registered paralegal firm
- LP agreement guidance included with every registration
What a limited partnership is.
A limited partnership (LP) is a business structure made up of two distinct classes of partner. The general partner runs the business, signs contracts, and is personally responsible for every debt and obligation the partnership takes on. The limited partners put in money, receive an agreed share of the profits, and stay out of management — and in exchange, the most they can lose is what they contributed.
When an LP is the right call
- You need outside capital but want to keep operational control undivided
- Your investors want passive exposure and capped downside
- You’re syndicating a real estate project, fund, or single-asset deal
- You want flow-through tax treatment rather than a second layer of corporate tax
- Your investor group is large or expected to change over time
When it isn't
If every partner wants a voice in day-to-day decisions, an LP is the wrong shape — a general partnership fits better. If you’re a licensed professional in a regulated field, a limited liability partnership is usually what your governing body expects. And if you’re planning to retain earnings, issue shares, or eventually sell the business, a corporation will serve you better. We’ll say so on the call if that’s what we see.
General partner vs. limited partner.
Limited Partner
Manages the business
No
Capped at capital contributed
No
Named on the public declaration (ON)
Yes
No
Yes
No
Per the LP agreement
Per the LP agreement
The control rule — the mistake that costs limited partners their protection
Why most LPs use a corporate general partner
The general partner’s unlimited liability has to land somewhere. Putting a corporation in that seat means it lands on the corporation, not on a person’s home. A numbered or named holding company is incorporated first, that company becomes the general partner, and the individuals behind it sit behind the corporate veil.
Everything needed to bring general and limited partners together.
One filing establishes the partnership and clarifies who manages it and who’s simply invested.
Business name search
Declaration of limited partnership
LP agreement guidance
We walk you through what your limited partnership agreement needs to cover: capital contributions, profit and loss allocation, distribution waterfall, admission and withdrawal of limited partners, and what happens if the general partner dies, dissolves, or wants out.
NAICS classification
CRA business number setup
Records package guidance
Your signed declaration and your register of limited partners must be kept at the registered office. We tell you exactly what to retain and why it matters if the partnership is ever challenged.
From investor commitment to registered LP in 2–3 business days
Define the Roles
Identify who will be the general partner (managing) and who will be limited partners (investing).
Choose a Name
We run a search to confirm your partnership name is available and compliant.
We File the Declaration
We submit your limited partnership declaration to the provincial registry.
Start Operating
You receive your registration confirmation and can begin accepting investment.
What you need to register.
Proposed partnership name
Names and addresses of all partners
Identification for the general partner
Capital contribution amount per limited partner
Registered business address
Nature of business / NAICS code
Signed LP agreement (or our guidance to draft one)
LP vs. general partnership vs. LLP vs. corporation.
Limited Partner
LLP
Corporation
All partners equally
General partner only
Directors / officers
Capped at shares held
Licensed professional firms
Scaling, outside financing
Operating outside your home province, or filing from abroad? If your LP does business in more than one province, you’ll likely need an extra-provincial registration in each additional jurisdiction. Non-resident partners can register too — we handle both without requiring you to be physically present. See Notice of Change filings or registering as a non-resident.
Registering a limited partnership, explained.
What is a limited partnership?
A limited partnership is a business structure with at least one general partner who manages the business and carries unlimited personal liability, and one or more limited partners who contribute capital and share in profits without participating in management. Limited partners’ liability is capped at the amount they contributed or agreed to contribute.
How do I register a limited partnership in Ontario?
You register by filing a declaration of limited partnership under the Limited Partnerships Act through the Ontario Business Registry. The declaration must be signed by all general partners and states the partnership name, registered office address, general partner details, and business activity. The government fee is $210. Incorporation Registry prepares and files it for you in 2–3 business days.
How much does it cost to register a limited partnership?
In Ontario the government filing fee is $210. British Columbia charges $165. Our service fee starts at $249 and includes the name search, declaration preparation and filing, NAICS classification, and LP agreement guidance.
How long does registration take?
Most limited partnership registrations are completed within 2–3 business days once we have your partner details and confirmed business name. British Columbia is a paper filing and takes longer. Rush service is available in most provinces.
Can a limited partner lose more than they invested?
Can a corporation be the general partner?
Yes, and most sophisticated LPs are built this way. Using a corporation as the general partner means the unlimited liability of that role sits with the corporation rather than an individual. We can incorporate the general partner and register the LP in the same engagement.
Are limited partners' names public?
In Ontario, no. The declaration filed with the registry names the general partners; limited partners are recorded in a register kept at the partnership’s registered office rather than published on the public record. This privacy is one of the reasons investors favour the structure.
Do limited partnerships pay tax?
A limited partnership is not a separate taxable entity. Income and losses flow through to the partners, who report their share on their own returns — a T1 for individuals, a T2 for corporate partners. The general partner typically handles the partnership’s information filings.
Does a limited partnership registration expire?
Yes. In Ontario, a declaration expires five years after it is accepted for filing unless it is renewed or cancelled. The partnership is not dissolved when the declaration expires, but an additional government fee applies to a late renewal. We track your expiry date and remind you.
Do I need a limited partnership agreement?
It isn’t legally required, but registering an LP without one is a serious mistake. The agreement is what defines capital contributions, profit allocation, the limits on limited partner involvement, and what happens if the general partner exits. Without it, statutory defaults apply — and they rarely match what the partners intended.
Can non-residents register a Canadian limited partnership?
Yes. There are no citizenship or residency requirements for general or limited partners. You’ll still need a physical registered office address in the province of registration.
What's the difference between an LP and an LLP?
An LP has a managing general partner with unlimited liability and passive limited partners with capped liability, and is open to any industry. An LLP has no general partner, protects every partner from liability arising from other partners’ negligence, and is restricted to regulated professions.
Can I register a limited partnership in more than one province?
Yes. An LP formed in one province that carries on business in another generally must register extra-provincially there. Alberta, British Columbia, Saskatchewan, and Manitoba have reciprocal arrangements that can remove the extra registration fee.
Bring in your investors, we'll structure the rest.
Tell us who’s managing and who’s investing. We’ll confirm your name, prepare the declaration, file it with the right registry, and walk you through the agreement that holds it together.