- A general partnership exists as a factual relationship, with no formation filing required.
- Identify your general partner(s) and limited partner(s).
A limited partnership is a different animal from the general partnership most people picture when they hear the word. If you're looking to register a limited partnership in Ontario, the key difference to understand first is that — unlike a general partnership — a limited partnership doesn't exist until you actually file for it.
Why a Limited Partnership Needs Its Own Filing
A general partnership exists as a factual relationship, with no formation filing required. A limited partnership is different: it must be formed by filing a declaration under Ontario's Limited Partnerships Act. Skip that filing, and what you actually have — regardless of what you call it in your own paperwork — is likely a general partnership, with every partner exposed to unlimited liability.
General Partner vs. Limited Partner: The Core Difference
| General Partner | Limited Partner | |
|---|---|---|
| Liability | Unlimited | Limited to their investment |
| Role in management | Manages the business | Must not take part in controlling the business |
| Minimum required | At least one | At least one |
| Risk of losing protection | Not applicable — already unlimited | Loses limited-liability status if they control the business |
Steps to Register a Limited Partnership in Ontario
- Identify your general partner(s) and limited partner(s). You need at least one of each.
- Choose the limited partnership's name and check it against existing registrations.
- Prepare and file a declaration under the Limited Partnerships Act through the Ontario Business Registry.
- Pay the registration fee. As of mid-2026, this is $210 — verify the current figure before filing.
- Put a comprehensive limited partnership agreement in place, addressing capital contributions, profit allocation, and exit terms. The declaration itself is a short public filing — it's not a substitute for this agreement.
The Line Limited Partners Cannot Cross
The core bargain of a limited partnership is that limited partners contribute capital and stay passive. A limited partner who steps into the business's day-to-day control or management risks losing their limited-liability protection entirely, becoming exposed the same way a general partner is. This is a genuine and easy-to-miss risk for anyone who wants to invest as a limited partner while still staying actively involved — it needs to be structured carefully from the outset.
Why Some Businesses Choose a Limited Partnership Instead of a Corporation
A limited partnership isn't a substitute for a corporation — it serves a different purpose. It lets passive investors (the limited partners) contribute capital and share in profits without taking on management responsibility or unlimited liability, while a general partner — often a corporation itself — runs the business. This structure shows up most often in investment vehicles and certain real estate or venture arrangements, where the way a partnership's income and losses flow through to the partners rather than being taxed at the entity level is part of the appeal. Whether it makes sense for your situation depends on facts specific to your deal, and should be worked out with a lawyer and an accountant together.
Before You File: A Quick Checklist
- [ ] Confirmed you have at least one general partner and at least one limited partner
- [ ] Chosen and cleared a name for the limited partnership
- [ ] Drafted a limited partnership agreement addressing contributions, profit sharing, and exit terms
- [ ] Discussed with your accountant how the partnership's income will be reported and taxed
- [ ] Confirmed whether any other registrations — GST/HST, a business number, payroll accounts — apply to your situation
Frequently asked questions
Why would investors prefer a limited partnership over just being shareholders in a corporation?
Limited partnerships are commonly used in certain investment structures, such as real estate or fund vehicles, largely for reasons specific to the deal and its tax treatment. This is a question to work through with your lawyer and accountant rather than assume applies to your situation.
Can a corporation be a general partner of a limited partnership?
Yes, this is a common structure. Using a corporation as the general partner can help contain the general partner's unlimited liability within that corporate entity rather than exposing an individual directly.
What happens if I forget to file the declaration but call my business a limited partnership anyway?
Calling it one doesn't make it one. Without the filed declaration, the arrangement likely functions as a general partnership at law, meaning everyone involved could face unlimited liability — a serious gap worth closing before anyone relies on limited-partner status.
Do limited partnerships have their own ongoing filing obligations?
Yes, generally — separate from a corporation's annual return. Confirm the current filing requirements that apply to your limited partnership rather than assuming none exist once it's registered.
How is a limited partnership different from a limited liability partnership (LLP)?
They're distinct structures. A limited partnership has both general and limited partners with different liability treatment, while an LLP is generally used by licensed professionals and works differently. Don't assume the two are interchangeable — confirm which structure actually fits your situation.
This is a corporate question
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