- A partnership is two or more people, or corporations, carrying on business together with a view to profit.
- " Each partner is taxed at whatever rate applies to them individually — an individual partner pays personal tax on their share at their own marginal rate, while a corporate partner…
- How much of the partnership's income each partner reports is generally governed by the partnership agreement — commonly based on ownership percentage, but it can reflect capital…
If you're going into business with a partner, one of the first surprises is that the partnership itself doesn't pay income tax. Business partnerships are treated as flow-through arrangements under Canadian tax law: the partnership calculates its income, but the tax bill lands on the partners individually, not on the business as a separate entity. Understanding how partnership income is taxed before you sign a partnership agreement helps you avoid surprises at your first joint tax season.
This guide covers the basics: how income and losses flow from the partnership to the partners, how allocation actually works, and how a partnership compares to incorporating instead.
What a Partnership Is, Tax-Wise
A partnership is two or more people, or corporations, carrying on business together with a view to profit. Ontario law recognizes several forms — general partnerships, limited partnerships, and limited liability partnerships — but for income tax purposes, they share the same fundamental feature: the partnership is not itself a separate taxpayer.
Unlike a corporation, which files its own return and pays its own corporate tax, a partnership calculates its income or loss for the fiscal period and then allocates that result to each partner, who reports their share on their own personal or corporate return.
How Income Flows Through to the Partners
Because the partnership isn't taxed directly, there's no separate "partnership tax rate." Each partner is taxed at whatever rate applies to them individually — an individual partner pays personal tax on their share at their own marginal rate, while a corporate partner includes its share in its own corporate return, taxed at whatever corporate rate applies to that corporation.
This also means the income keeps its character as it flows through. If the partnership earns business income, each partner reports business income. If the partnership realizes a capital gain, each partner reports a capital gain, subject to the same rules that would apply if they had earned it directly.
Allocating Income: What the Partnership Agreement Decides
How much of the partnership's income each partner reports is generally governed by the partnership agreement — commonly based on ownership percentage, but it can reflect capital contributed, hours worked, or another formula the partners agree to. A written agreement that spells out the allocation method, and what happens if it needs to change, avoids disputes and gives everyone clarity at tax time.
Without a clear agreement, disagreements about how income was supposed to be split can turn into both a business dispute and a tax filing headache.
Losses and the At-Risk Rule
Losses flow through the same way income does, but a partner's ability to deduct their share of a partnership loss is generally limited to their "at-risk amount" — roughly their real economic exposure to the business, meaning their capital contribution plus certain amounts owed to them, minus amounts that protect them from loss. This rule is particularly relevant for limited partners, who often have more restricted loss claims than general partners with unlimited exposure.
Partnership vs. Corporation: A Quick Comparison
| Partnership | Corporation | |
|---|---|---|
| Pays its own income tax | No — flows through to the partners | Yes, as a separate taxpayer |
| Losses | Flow through to partners, subject to at-risk limits | Stay inside the corporation, subject to loss carryover rules |
| Owner liability | Often unlimited for general partners | Generally limited to the corporation |
| Applicable tax rate | Each partner's own personal or corporate rate | The corporation's own rate |
Filing Obligations for the Partnership Itself
Even though it doesn't pay tax directly, a partnership above certain size or partner thresholds is generally required to file its own annual information return, reporting the partnership's income and how it was allocated, so the CRA can match each partner's reported share against it. Whether your partnership needs to file one, and by when, depends on its size and composition — confirm your specific obligations with your accountant.
Frequently asked questions
Do partners need to make instalment payments on partnership income?
Possibly. If a partner's overall tax situation, including their share of partnership income, meets the CRA's instalment requirements, they may need to pay tax by instalments during the year rather than only at filing time. This is assessed at the individual partner level, not the partnership level.
What happens if one partner leaves?
A partner's departure typically triggers a review of the partnership agreement, the allocation of income up to that date, and potentially a disposition of that partner's interest, which can carry its own tax consequences. Get advice before finalizing a partner's exit.
Is a partnership required to have a written agreement?
No — Ontario law doesn't require a written partnership agreement, but operating without one leaves income allocation, loss allocation, and exit terms governed by default rules that may not reflect what the partners actually intended.
Can a partnership include both individuals and corporations as partners?
Yes. Mixed partnerships — some individual partners, some corporate partners — are common, and each partner is still taxed under the rules that apply to them personally, based on their share of the partnership's income.
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