Canada LP (for non-residents)

Artemis Eleutheria

Building Trust
Entrepreneur
Extraprovincial status corresponds to partnerhips set up in another province that wishes to to business in Ontario and is registering in ON for this purpose.
 

Joe Blasco

Active Member
Extraprovincial status corresponds to partnerhips set up in another province that wishes to to business in Ontario and is registering in ON for this purpose.
sorry Artemis Eleutheria : the limited partnership Act states that I may have a representative in Ontario IF my partnership is registered in someother place. PROOF for registering in some other placed is not asked in Form 3. The other requirement in limited partnership act, is that the registry of limited partners should be in Ontario. In practical terms what I am asking is: how does the agent formulates my registration, is he my legal representative in ontario and so No 8 is filled in Form 3 or am I supposed to have my place of business in ontario, in the agent's adress and keep the registry of limited partners there BUT i do NOT have a legal representative , so in case the registrar summons for the registry of limited partners (NEVER :p ) I am supposed to present this document myself ? I know this is hay in a stack but I am trying to understand my complete legal obligations in ontario and how in practical terms the registration is proceeded....
 

Artemis Eleutheria

Building Trust
Entrepreneur
If you want to go there you might as well save you some trouble by turning over the paperwork filing to anyone you can find by searching for "Ontario Company Registration" on google ... you should find several options ... or you can look go directly to Limited Partnership | Centro Legal Works Inc.

It will set you back a few hundred $ only, mainly govt fees.

You do however need an address in Ontario first.
 

Artemis Eleutheria

Building Trust
Entrepreneur
No need to be sorry ... you wrote your further questions as I wrote my additional input.

Indeed you do not need to set up the partnership in Ontario, but I am uncertain what you hope to achieve by registering an extraprovincial partnership in Ontario. (And curious as to where the original setup is, as well as what purpose it serves)
 

Artemis Eleutheria

Building Trust
Entrepreneur
how does the agent formulates my registration, is he my legal representative in ontario and so No 8 is filled in Form 3
That would depend on what you and your agent agree on.

If you decide to give your agent a POA he should be provided with a completed form 4 found here




or am I supposed to have my place of business in ontario, in the agent's adress and keep the registry of limited partners there
Yes, you must have an Ontario address, not sure that you need to keep the registry of partners there if you are extraprovincial

BUT i do NOT have a legal representative , so in case the registrar summons for the registry of limited partners (NEVER :p ) I am supposed to present this document myself ?
Record of limited partners

(1) The general partners of every limited partnership other than an extra-provincial limited partnership shall maintain a current record of the limited partners stating, for each limited partner, the prescribed information. R.S.O. 1990, c. L.16, s. 4 (1).


Where record to be kept

(2) The record of limited partners shall be kept at the limited partnership’s principal place of business in Ontario. R.S.O. 1990, c. L.16, s. 4 (2).

Rights to inspect

(3) Upon request and without charge, any general partner must permit any person to inspect the record of limited partners during the normal business hours of the limited partnership and to make copies or take extracts from them. 1994, c. 27, s. 87 (2).

Registrar may require copy of record

(4) The Registrar may at any time by written notice require any general partner to provide to the Registrar or any other person a copy of the record of limited partners. R.S.O. 1990, c. L.16, s. 4 (4).

Copy of record to be provided

(5) Upon receipt of the Registrar’s notice, the general partner to whom it is directed shall, within the time specified in the notice, provide a copy of the record of limited partners to the Registrar or any other person specified in the notice. R.S.O. 1990, c. L.16, s. 4 (5).




I know this is hay in a stack but I am trying to understand my complete legal obligations in ontario and how in practical terms the registration is proceeded....
In practical terms ... spend the extra $100 to have it filed on your behalf by someone that knows what they are doing.
 

Joe Blasco

Active Member
That would depend on what you and your agent agree on.

If you decide to give your agent a POA he should be provided with a completed form 4 found here





Yes, you must have an Ontario address, not sure that you need to keep the registry of partners there if you are extraprovincial



Record of limited partners

(1) The general partners of every limited partnership other than an extra-provincial limited partnership shall maintain a current record of the limited partners stating, for each limited partner, the prescribed information. R.S.O. 1990, c. L.16, s. 4 (1).


Where record to be kept

(2) The record of limited partners shall be kept at the limited partnership’s principal place of business in Ontario. R.S.O. 1990, c. L.16, s. 4 (2).

Rights to inspect

(3) Upon request and without charge, any general partner must permit any person to inspect the record of limited partners during the normal business hours of the limited partnership and to make copies or take extracts from them. 1994, c. 27, s. 87 (2).

Registrar may require copy of record

(4) The Registrar may at any time by written notice require any general partner to provide to the Registrar or any other person a copy of the record of limited partners. R.S.O. 1990, c. L.16, s. 4 (4).

Copy of record to be provided

(5) Upon receipt of the Registrar’s notice, the general partner to whom it is directed shall, within the time specified in the notice, provide a copy of the record of limited partners to the Registrar or any other person specified in the notice. R.S.O. 1990, c. L.16, s. 4 (5).





In practical terms ... spend the extra $100 to have it filed on your behalf by someone that knows what they are doing.
Thank you for all the trouble Artemis Eleutheria and for your eye opening initial post on this subject. yes ofcourse i will use an agent, i' m just trying to gather as much info I can , so to know exactly what to ask from the agent for my paticular case and to safekeep me from any formation mistakes . There are a lot of offers for canadian company incorporation on the net but very few for LP formation. One is for 2000$ US and in return you get the registration paper of the LP and some beautiful papers from their office printer. The other is from some Russian site for 4000$ same mechandise probably they are an agent of the first agent ! No word about authentication of documents (apostille), no word about certificate of good standing or what ever similar exists there for an LP, no word about bank account. I don't know if Mr Administrator considers this as advertisment, but do you have anybody to recommend or pin point me to some link of somebody that can professionally register this in canada and provide some after service? Again thank you and everybody else very much !
 

Artemis Eleutheria

Building Trust
Entrepreneur
If you require some level of confidentiality I would use a lawyer (lawyer-client privilege is the only remaining vestiges of confidentiality existing vs the State and it will eventually fall ... just as Swiss Bank Secrecy did).

If not, go with any company registrar you find attractive via google ... I would avoid the "offshore providers" unless you feel like paying an extra $1000 for nothing.
 

Joe Blasco

Active Member
If you require some level of confidentiality I would use a lawyer (lawyer-client privilege is the only remaining vestiges of confidentiality existing vs the State and it will eventually fall ... just as Swiss Bank Secrecy did).

If not, go with any company registrar you find attractive via google ... I would avoid the "offshore providers" unless you feel like paying an extra $1000 for nothing.
no I just need the usual confidentiality on a need to know basis. As I wrote ,strangely , there are not so many offers for LP formation don t know why, I will try to write to everybody that seems serious and have an offer...
 

Joe Blasco

Active Member
Look for local company formation agents, no need for the offshore providers. I did mention one further up that could do it for you at minimum cost.
yes by coincidense or because it looks the more adequate solution on the net, that s the only firm I noticed out of the sharks and garbage. I m writing them an email right now don t know if they can help me with adress requirement though, as they just seem to register only legal entities.. we ll see....
 

Joe Blasco

Active Member
OK there is mail forwarding service for 10 CAD/month and virtual office mail forwarding for 30 CAD/month. The only difference in the virtual office I will have the word "suite" to indicate my mailbox and on the mail forwarding service the word "unit" For both I cannot figure how to fulfill the registry keeping obligation though ...
 

Joe Blasco

Active Member
You will have to ask virtual office provider if they can help out on that score ...
Artemis Eleutheria you r my educator on this subject...So pls what is the canadian equivalent for the Ontario LP for the "certificate of Good Standing" and the "Articles of Association" do I have articles of association, r they getting notarized by some goverment agency? I reckon im bank these r the first documents they r going to ask me...
 

Artemis Eleutheria

Building Trust
Entrepreneur
Given that what you are setting up is a partnership it will often be designated "partnership agreement", this could be anything from a one-pager to several hundred pages of legalese drawn up by lawyers. You can call it Memorandum and Articles of Association on the title page if you want to do so ... no harm will come from that. Search the net for samples of Ontario LP and roll your own would be my recommendation maybe have it reviewed by a lawyer if you feel unsure. Really no one size fits all on this one ... but don't sweat it too much either as the Partnership acts covers a lot. Note though that your partnership agreement is not subordinate to the partnership act ... anything you specify in the partnership agreement that contradicts the act will trump the act.

Your registration agent will not do this for you, unless you go to one of the offshore guys that will just give you a boilerplate agreement.

You should not need any certificate of good standing for a freshly formed LP/LLP ... but on the banking side you basically have to give them whatever they ask for, so first figure out what they want to see.
 
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Joe Blasco

Active Member
Given that what you are setting up is a partnership it will often be designated "partnership agreement", this could be anything from a one-pager to several hundred pages of legalese drawn up by lawyers. You can call it Memorandum and Articles of Association on the title page if you want to do so ... no harm will come from that. Search the net for samples of Ontario LP and roll your own would be my recommendation maybe have it reviewed by a lawyer if you feel unsure. Really no one size fits all on this one ... but don't sweat it too much either as the Partnership acts covers a lot. Note though that your partnership agreement is not subordinate to the partnership act ... anything you specify in the partnership agreement that contradicts the act will trump the act.

Your registration agent will not do this for you, unless you go to one of the offshore guys that will just give you a boilerplate agreement.

You should not need any certificate of good standing for a freshly formed LP/LLP ... but on the banking side you basically have to give them whatever they ask for, so first figure out what they want to see.
Thank you 4 your time. I am trying to foresee what documents are going to be needed 4 a bank account or for signing a contract at a notary's. Yes partnership agreement is called i've also found today on the internet and to my understanding for an Ontario LP this is not registered with any public service, so what official is going to put the nice stamps and signatures and apostille that banks love to see? also for certificate of Good standing I read the "Partership Act" there is no need because Ontario LP is valid for 5 years but how to explain this to the employee at the bank...Don t know ofcourse, maybe all this garbage is all european stuff and is not asked on the other side on the pond, my experience in banking in north america is an absolutt 0. about the LP's adress on the "Partnerships Act" it states that the registrar must give a written notice for the registry of partners to appear before him, so virtual office or even mail drop will do. Again thank you very much for the enlightment, may the Godess give us her blessings !
 

Artemis Eleutheria

Building Trust
Entrepreneur
... and to my understanding for an Ontario LP this is not registered with any public service, so what official is going to put the nice stamps and signatures and apostille that banks love to see?
You do not NEED to register a partnership, you do not even need to write a partnership agreement for a partnership to be established. You CAN however register the partnership ... in order to get those pieces of paper that the banks love to see.

Note however there is no way you will be getting a fiscal residency certificate for DTAs from Canada if no partner is a Canadian resident.


also for certificate of Good standing I read the "Partership Act" there is no need because Ontario LP is valid for 5 years but how to explain this to the employee at the bank...Don t know ofcourse, maybe all this garbage is all european stuff and is not asked on the other side on the pond, my experience in banking in north america is an absolutt 0.
Canadian banking will be difficult to achieve, but not entirely impossible. Maybe try Canadian banks in the US (if you are willing to go US), or Bermuda or any of the banks that are mentioned on this forum.



about the LP's adress on the "Partnerships Act" it states that the registrar must give a written notice for the registry of partners to appear before him, so virtual office or even mail drop will do. Again thank you very much for the enlightment, may the Godess give us her blessings !
You need to have an address where some may receive papers on your behalf ... ie a physical location.
 
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