Limited Partnership registration in Ontario, Canada for non-residents – from 3,500 EUR

Article updated September 2020 with additional comments on registration of Ontario LPs for non-residents.

Registering a Limited Partnership in Ontario will allow a non-resident of Canada to participate in a well-respected jurisdiction, enter international markets, and open Canadian and US dollar accounts in major North American banks.

You can establish a Canadian Limited Partnership (LP) that you can use for business not only in North America but also throughout the world. Registering a Limited Partnership in Canada is rather simple and it is also less costly in comparison to setting up a partnership in many other parts of the world.

Any person (physical or legal entity) anywhere in the world is free to form a Canadian Limited Partnership with another such person choosing the law of Ontario.

Ontario, famous for the city of Toronto, is among the best-developed and most prosperous Canadian provinces. The province is located in the central part of the country and it has the second largest area of Canadian provinces. The capital of the province is Toronto inhabited by 2.82 million people. If you take the suburbs of Toronto into account, the city population is around 5.5 million people.

Toronto, Ontario is also a large financial centre. The stock exchange stationed in Toronto is the ninth largest such institution in the world in terms of market capitalization. Ottawa, the capital of Canada, is found xlose by the southeastern part of Ontario. More than half of all Canadian companies and financial institutions are located in this province.  So all in all – if you want to business with a Limited Partnership in Canada, Ontario is the preferred province in which to do so.

Canadian Limited Partnership

Canada enjoys high respect in the international arena. For this reason, if you use a Canadian-registered LP in your business operations, your prestige is going to grow considerably. Besides, you will not have to pay the Canadian corporate tax with the form of business ownership that we are offering here.  

Company legal address

Your Canadian Limited Partnership will be registered in Ontario and it will have its legal address or Registered Office in the province too. Residential or business addresses can be used for the LP legal address. All company records including information about the Partners, resolutions, agreements, and so on are to be kept at the company legal address. Important legal correspondence from state bodies and banks will also arrive at this address. A P.O. Box cannot be used as a company legal address, although of course you can ask people and government agencies to send mail to a P.O. Box or a Private Mail Box (PMB)

We have included the provision of the legal address for one year in the overall Ontario LP registration services price.   

Please note that in case you would like to have a fully functional Canadian office with a telephone, a fax machine, and concierge services such as incoming and outgoing mail processing, we will be happy to provide these services at an additional cost.

The structure of the Canadian Limited Partnership and Partner liabilities

A limited Partnership in Canada requires minimum two partners and can be engaged in any legal business. One of the Partners must be a General Partner with unlimited liability. All other Partners can be Limited Partners – meaning their liability is limited by the amounts of their respective contributions to the LP charter capital. LP’s are especially popular with business people engaged in IT technologies, IT service providers, web auctioneers, web designers, and the like.  

Both (or all) Partners in a Canadian Limited Partnership can be physical persons or legal entities resident anywhere in the world.

What if you would like to establish a corporate bank account in Canada for your Ontario LP Limited Partnership? Here you basically have two options:

• If you wish to open a non-resident corporate accounty in a Canadian bank, we advise that you avoid using a company that is registered in an offshore jurisdiction. A foreign onshore company can certainly open a bank account in Canada but the application process is going to need a lot of patience, as banks everywhere in the world are conscious of the derisking pressure from regulators and correspondent banks, prefer to provide financial services to locally registered companies rather than foreign ones.
• If you do not wish to open a Canadian corporate bank account and are happy to open a bank account in say Europe or the Caribbean for your Canadian/Ontario LP, or even in the USA… then no worries, you can go ahead and include offshore partners. This also applies if for example you require the bank account for asset management or private banking service – meaning large investments and a small volume of transactions.

When it comes to opening Canadian offshore or corporate bank accounts if you are non-resident, we also recommend registering the Canadian Partnership in the name of a physical person rather than a legal entity. It is going to work out faster and when you present the file to the bank wishing to set up a corporate account for your company there… you will have less trouble doing that.

You might also have to hire a Canadian resident to be the General Partner in your LP. This is an additional service we can offer. He or she can help represent your company in the negotiations with the local authorities and bankers, adding additional substance to your Ontario LP.

Taxes in Canada

An LP registered in Ontario is not automatically considered a Canadian resident and thus it is not subject to taxation if the business activities are conducted outside Canada. Besides, LP’s in Canada are not obliged to file annual reports nor tax returns even though they must keep financial records. The authorities might request to see these records at some point in time.  

The Partners pay the taxes that they are supposed to pay in accordance with the “home” countries’ (meaning their tax residence countries’) legislations. This applies both to physical entities and to legal entities.

When there is a Canadian resident among the Partners, his or her part of the profits has to be reflected in his or her personal tax returnand this will be subject to the Canadian income tax.

A Canadian Limited Partnership that is considered non-resident cannot make use of double taxation avoidance agreements that Canada has made with other countries. The reason for this is given above: the LP is not considered a Canadian tax resident.

The main advantages of establishing a Limited Partnership in Ontario, Canada

• You will be the majority owner of a business registered in a highly reputable jurisdiction;
• Legal resident of any country can register an LP in Canada;
• It is possible to open a corporate account for your company with a Canadian bank if you use the services of a Canadian Partner;
• If the LP business activities are carried out abroad, outside the geographical borders of Canada, no income tax is payable in the Country;
• There are neither minimum nor maximum requirements for charter capital;
• There is no corporate tax if there is no income in Canada nor attributable to Canadian residents;
• There is no obligation to submit corporate tax returns nor have audits.

The official name of the Ontario Limited Partnership

• The official name of the company shall end in “Limited Partnership” or “LP”.
• The personal name of a Limited Partner cannot be part of the company name and neither can the name of a constitutive legal entity be part of the Canadian LP official name.
• The LP name can be written either in English or in French or it can contain words of these two languages simultaneously (“franglais”).
• The official LP name shall not contain words that are used in the names of state bodies and organizations or those working with a state license such as “academy”, “university”, “trust”, “bank”, “stock exchange”, “insurance”, and many others.

Ontario LP registration service from Offshore Pro Group includes:

1. Company official name examination for uniqueness;
2. LP registration with the Canadian authorities;
3. Company official address for 1 year;
4. Registered agent’s services for 1 year;
5. Payment of state duties;
6. Courier delivery of the documents to any place in the world;
7. Corporate document originals.

If you would like to use professional trustee services of a Canadian resident, the additional cost will be based on the turnover of the entity. Please contact us to discuss further details.

Additional services

The procedure of registering a Limited Partnership in Ontario, Canada

The most important thing that you should have in order to establish a Limited Partnership in Canada is the desire to do so! If you do have this desire, please write to us to [email protected] and benefit from our professional consultation on the matter.

In order to use our Canadian LP registration service you have to cover its cost. You can use your credit card to make the payment or do it by a bank transfer, or use such payment systems as PayPal, Western Union, WebMoney or pay us in Bitcoins. The cost of the service starts at 3,500 EUR. ­

Then we will proceed to collecting the necessary documents from you. Each prospective client should comply with our standard KYC Policy.

Please note that the Canadian Registrar may request some additional documents in the process of Limited Partnership registration in Canada.  

After all the documents have been submitted, the registration of the Limited Partnership in Ontario will normally take about 1-2 weeks.

Please place a request for this service at [email protected] and we will get back to you promptly. If you need a consultation prior to making the final decision, please request one without any hesitation.  Contact us via live chat or WhatsApp any time! We look forward to serving you.