A partnership occurs when two or more people decide they are going to work together in a business and they register a form called a Partnership Registration and, in some cases, enter into a Partnership Agreement. There are three types of partnerships in Canada. A general partnership, a limited partnership and a limited liability partnership.
A general partnership occurs when all individuals have equal control over the partnership and make decisions together.
A limited partnership occurs when one partner decides to agree to be a partner, and in most cases provide some funding to the partnership, but does not wish to be part of the day to day operations. His input is considered to be “limited”. A limited partnership can be formed with one general partner and one limited partner.
A limited liability partnership is a partnership where the partners are not responsible for the debts, obligations, or liabilities of the partnership resulting from the actions or negligence of another partner, employee or agent of the partnership. Lawyers and accountants generally form limited liability partnerships.
There is no limit to the number of partners in any type of partnership. A limited partnership would have to have at least one limited partner and one general partner however it could have as many of each as it wishes. A general partnership must have at least two general partners and can have as many general partners as it wishes but it would not have any limited partners.
Partnerships fall under the provincial and territorial legislation and a form usually called a Partnership Registration must be completed and filed with the appropriate provincial or territorial government office. You can register the partnership yourself by completing the appropriate form and attending your local provincial or territorial government and in some cases may be able to register online.
In some provinces and territories you will be required to provide a Nuans Name Search report or similar report to register a partnership. In Ontario this is not required. However, regardless you should do a preliminary nuans name search (usually free) to determine if the name is available regardless. It is very important that you ensure that the name you are choosing for your partnership is not similar or the same as any other name already registered. Even if the name is exactly the same, except for the ending of the name in the case of a corporation, you should still not use the name. An example of this would be if you were to register a partnership called “Johnson Partners” and there was already a name called “Johnson Partners Ltd.” In some jurisdictions the government would allow you to do such a registration but it would not be a good idea since it is a conflict and Johnson Partners Ltd. might not be too pleased with your choice and could take you to court in an attempt to have it changed if it is a company that is highly placed in the marketplace. Your proposed partnership name should be as distinct and different from all other business names, partnerships, sole proprietorships, trade-marks or companies as possible.
Sometimes two or more companies will decide to form a partnership.
The following information is required to register a partnership:
1) The name of the partnership
2) The province or territory where the partnership is to be situate
3) The business address of the partnership
4) The mailing address of the partnership (which can be the same)
5) The name and home address of each partner
6) The purpose or nature of business of the partnership
7) If any partner is a company then the company’s corporate number.
Partnerships are easy to form and low on start up costs. Each partner will bring his or her own skill set to the partnership. One partner will have skills in some areas and another in other areas which can result in broader management knowledge and the ability to diversify tasks and responsibilities. More than one viewpoint can result in more effective decision making.
When a partnership is formed the partners pool their personal assets and therefore the business partnership may need less funding than a sole proprietorship. It is also easier to borrow from lending resources when more than one person is obligated to repay the loan.
There is little government regulation for partnerships. The formation is simple with a partnership registration and there are no yearly filings which keeps the cost of forming and maintaining a partnership low.
In a general partnership each partner is liable for all of the partnership’s debts and obligations, even those incurred by one partner without the knowledge or authorization of other partners. If one partner is sued then the other partners in the partnership are equally responsible for any financial judgment imposed by a court. Unlike a corporation, which is considered an entity on its own, partners are liable personally for any debts to the part ... |