Form a Limited Partnership in Canada as a Non-Canadian Resident (2024)

Form a Limited Partnership in Canada as a Non-Canadian Resident (1)

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Our company offers registration of Limited Partnerships in Ontario for non-Canadian residents.

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. 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 and is usually divided among the partners based on the partnership agreement.

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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.

Ontario Limited Partnership
for Non-Residents

Formation – $1,990 $1,799
Registration in 1 business day

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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 of an Ontario Limited Partnership

  • Declaration Information of an Ontario Limited Partnership

  • Organizational Resolutions of the General Partners

  • Resolution Admitting of Limited Partner

  • Partnership Agreement

  • Register of General Partners

  • Register of Limited Partners

  • All documents emailed in PDF Format

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

COMMON USE OF LIMITED PARTNERSHIP

  • 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.)

CORPORATE TAX

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.

CORPORATE INCOME TAX RETURN

Not required.

NAME OF LIMITED PARTNERSHIP

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.

TIME REQUIRED FOR REGISTRATION

Our company registers limited partnerships in 1 to 3 business days.

GENERAL PARTNERS

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.

LIMITED PARTNERS

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.

CONTRIBUTION INTO 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.

PERSONAL LIABILITY

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.

MANAGEMENT

Limited partnership is managed by its general partners unless the Partnership Agreement allows general partners to appoint a manager.

ANNUAL GENERAL MEETING

Not required.

ADDRESS OF PRINCIPAL PLACE OF BUSINESS

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.

ANNUAL RENEWAL FEE

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.

VIRTUAL OFFICE SERVICES

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.

Form a Limited Partnership in Canada as a Non-Canadian Resident (2024)

FAQs

Form a Limited Partnership in Canada as a Non-Canadian Resident? ›

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.

What are the requirements for a limited partnership in Canada? ›

The following information is required for the Declaration:
  • Name of the LP which is to be registered;
  • Address of the proposed principal place of business;
  • General nature of the business;
  • Name, address, and signature of the general partner; and.
  • Jurisdiction of formation.

Can I own a business in Canada as a non-resident? ›

Can I open a business in Canada as a non-resident? Yes, non-residents are eligible to start businesses in Canada. Any foreign entrepreneur who wants to start a business in Canada will have to go through the business immigration process if the entrepreneur wants to run the business while being in Canada.

Can a non-resident be a shareholder of a Canadian company? ›

Canadian corporate law does not impose any citizenship or residency restrictions on share ownership. As a result, both Canadian residents and non-residents, including foreign individuals, can own shares in a Canadian corporation.

Who can start an LLP in Canada? ›

Conditions for opening an LLP in Canada
  • the limited liability partnership must have at least two members who can be natural persons or companies;
  • at least one of the members in the business will be a general partner who will be limitedly liable for the partnership's debts and obligations;
Oct 11, 2022

Can a foreigner be a partner in a Canadian company? ›

GENERAL PARTNERS

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.

What are three requirements of a limited partnership? ›

An LP must have two or more owners. At least one must be a general partner who has unlimited, personal liability, and one must be a limited partner who has limited liability but is prohibited from participating in business management. Do I need an attorney to form a limited partnership?

Can I do business in Canada as a US citizen? ›

US Resident Individuals can do business in Canada

You only need a visa if you plan to work in Canada. If you can conduct the business from the US, for example, as an internet-based business, you don't require a visa if you don't plan to travel to Canada.

What is the tax on non-resident business in Canada? ›

The ITA imposes a withholding tax of 15% on all payments made to non-residents in respect of services rendered in Canada. For services rendered in Québec, an additional 9% provincial withholding tax applies. These withholding taxes also apply to payments made to a Canadian branch of a foreign corporation.

Can I register a business in Canada without being a PR or citizen? ›

You do not have to be a Canadian permanent resident or citizen to start or invest in a business in Canada. However, you cannot work in your business without a valid work permit. Therefore, hire a Canadian manager to operate your business until you are authorized to work in Canada.

What is a deemed non-resident of Canada? ›

You become a deemed non-resident of Canada when your ties with the other country become such that, under the tax treaty with which Canada has with the other country, you would be considered a resident of that other country and not Canada.

What is a Canadian company owned by a non-resident? ›

Canada's tax treaties generally provide that the business profits of a non-resident corporation are not subject to Canadian tax unless the non-resident corporation carries on business in Canada through a PE situated in Canada and the business profits are attributed to that PE.

Can I invest in Canada as a non-resident? ›

Non-residents can buy stocks in Canada through licensed brokers and via exchange-traded funds (Canadian ETFs). Contact Alpen Partners to find out the best dividend stocks in Canada for you.

What are the three types of partnerships in Canada? ›

Provincial statutes in Canada recognize three types of partnerships:
  • general partnerships;
  • limited partnerships; and.
  • limited liability partnerships.

What is the difference between LLP and limited partnership? ›

The main difference between a Limited Liability Limited Partnership and a Limited Partnership is to limit the vicarious liability of the general partners in the same fashion that registration as an Limited Liability Partnership limits the liability of the general partners of a general partnership.

What is the difference between an LLC and an LLP in Canada? ›

LLPs are designed for professionals like lawyers or accountants and provide liability protection from other partners. LLCs offer general protection from business debts and liabilities for a broader range of businesses. In contrast to LLPs, LLCs offer more management flexibility and tax options.

What is the difference between a general partnership and a limited partnership in Canada? ›

The single general partner gets a bigger share of the earnings in exchange for increased contributions and risk. The limited partners contribute capital but cannot be involved in the company's management. The liability of the limited partners is equal to the amount of capital they contribute.

What are the benefits of a limited partnership in Canada? ›

The limited partners benefit from limited liability.In an LP, management is conducted by the general partner(s), who is/are fully liable for all debts, liabilities, and obligations of the LP. The liability of the limited partners is restricted to the amount of money or interest they have invested in the LP.

What are the 3 types of partnership business arrangements in Canada? ›

Provincial statutes in Canada recognize three types of partnerships:
  • general partnerships;
  • limited partnerships; and.
  • limited liability partnerships.

What is a qualifying limited partnership? ›

What does Qualifying partnership mean? A partnership in which all partners are companies.

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