registration in good standing, and must disclose the date of birth of individual partners and ultimate beneficiaries (as discussed above under “Transparency Disclosure Requirements”). LIMITED PARTNERSHIPS A limited partnership combines the advantages of limited liability and the ability to flow tax losses through to passive investors (subject to certain restrictions under tax legislation). This form of business structure is often used for private equity funds, public financings and real estate syndications. A limited partnership is made up of one or more general partners, each of which has the same rights and obligations as a partner in a general partnership, and one or more limited partners, whose powers and liabilities are limited. The general partner or partners manage the partnership. A limited partner may not take part in the management of the partnership without jeopardizing the partner’s limited liability. The primary advantage of a limited partnership over a general partnership is the limited liability of the limited partners. This enables passive investors to receive tax benefits without risking their personal assets beyond their investment in the partnership. To establish a limited partnership in Ontario, a declaration signed by the general partners must be filed under the Limited Partnerships Act . The declaration must be renewed every five years, and when the partnership wishes to cease operations, a declaration of dissolution must be filed. The names and capital contributions of the limited partners do not have to be disclosed on the public record, although this information must be disclosed on request. Although a declaration of change must be filed if there is a change in any information in the declaration, no annual return filing is required.
A limited partnership combines the advantages of limited liability and the ability to flow tax losses through to passive investors (subject to certain restrictions under tax legislation).
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Doing Business in Canada
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