top of page

Limited Partnerships

For entrepreneurs and investors looking to pool resources and pursue a business venture, a Limited Partnership (LP) in Ontario offers a distinct business structure that combines the benefits of limited liability and flexibility. Limited partnerships provide a unique framework for businesses where some partners take on active roles (general partners) while others have limited liability and a more passive role (limited partners).

What is a Limited Partnership (LP)?

A Limited Partnership (LP) is a legal business structure in which at least one partner (general partner) is personally liable for the debts and obligations of the partnership, while other partners (limited partners) enjoy limited liability. Limited partners contribute capital to the business but have a passive role in its management and are not personally liable for the partnership's debts beyond their initial investment. General partners, on the other hand, actively manage the business and assume personal liability for its obligations.

Pros of Limited Partnerships:

Limited Liability: One of the primary advantages of an LP is that limited partners enjoy limited liability, protecting their personal assets from the partnership's debts and liabilities.

Flexibility: LPs offer flexibility in the allocation of profits and losses among partners, allowing for customized distribution based on each partner's contribution.

Diverse Capital Investment: Limited partnerships attract investors seeking to invest capital without taking an active management role. This diversity of funding can be beneficial for the business's growth.

Tax Advantages: LPs enjoy pass-through taxation, where profits and losses are passed through to individual partners, who report them on their personal tax returns. This can lead to tax savings compared to double taxation experienced by corporations.

Expertise and Resources: LPs allow for the pooling of diverse skills, expertise, and resources among partners, contributing to the overall success of the business.

Cons of Limited Partnerships:

Personal Liability for General Partners: General partners bear personal liability for the partnership's debts and actions, which can expose their personal assets to potential risks.

Complex Structure: The structure of an LP can be more complex and formal than other business entities, requiring adherence to specific regulatory requirements.

Management Authority: Limited partners have limited say in the management and decision-making of the business, leaving significant control with the general partners.

Termination upon Partner Withdrawal: An LP may be dissolved if a general partner withdraws from the partnership, requiring restructuring or dissolution.

How Can a Lawyer Help with Limited Partnerships?

Engaging a business lawyer is essential when considering the formation of a Limited Partnership in Ontario. Here's how a lawyer can provide valuable assistance:

Formation and Registration: A lawyer can guide you through the process of establishing an LP, ensuring compliance with all legal and regulatory requirements.

Drafting Partnership Agreement: An LP requires a partnership agreement outlining the roles, responsibilities, and distribution of profits among partners. A lawyer can draft a comprehensive and legally sound agreement tailored to your specific business needs.

Liability Protection: For general partners, a lawyer can help assess potential risks and advise on strategies to protect their personal assets.

Tax Planning: A lawyer can provide guidance on the tax implications of forming an LP, ensuring the most advantageous tax treatment for the partnership and its partners.

Compliance and Regulation: A lawyer will ensure the LP remains in compliance with all relevant laws governing partnerships in Ontario.

Dispute Resolution: In the event of disputes among partners, a lawyer can mediate and find resolutions to protect the interests of the LP.

Limited Partnerships in Ontario offer a flexible and attractive business structure for investors and entrepreneurs seeking to pool resources while limiting personal liability. The combination of general and limited partners allows for diverse capital investment and efficient management of the business. However, the formation and management of an LP require careful consideration and adherence to legal requirements. Engaging a knowledgeable business lawyer can provide essential guidance in the establishment of the partnership, protecting the interests of all partners and ensuring compliance with the law. With legal assistance, an LP can thrive as an effective and secure business entity in Ontario's dynamic and competitive market.

bottom of page