Limited Partnerships Act, R.S.O. 1990, c. L.16

• Jurisdiction: Ontario

Limited Partnerships Act

R.S.O. 1990, Chapter L.16

Consolidation Period: From October 19, 2021 to the e-Laws currency date.

Last amendment: 2020, c. 7, Sched. 11.

CONTENTS

Definitions

1 (1) In this Act,

“business” includes every trade, occupation and profession; (“entreprise”)

“day” means a clear day; (“jour”)

“electronic signature” means an identifying mark or process that is,

(a) created or communicated using telephonic or electronic means,

(b) attached to or associated with a document or other information, and

(c) made or adopted by a person to associate the person with the document or other information, as the case may be; (“signature électronique”)

“extra-provincial limited partnership” means a limited partnership organized under the laws of a jurisdiction other than Ontario; (“société en commandite extraprovinciale”)

“Minister” means the member of the Executive Council to whom responsibility for the administration of this Act is assigned or transferred under the Executive Council Act; (“ministre”)

“person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative; (“personne”)

“prescribed” means prescribed in the regulations; (“prescrit”)

“Registrar” means the Registrar appointed under the Business Names Act; (“registrateur”)

“telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, e-mail, an automated touch-tone telephone system, computer or computer networks. (“moyen de communication téléphonique ou électronique”) R.S.O. 1990, c. L.16, s. 1; 2017, c. 20, Sched. 6, s. 107 (1).

Interpretation re period of days

(2) In this Act, a period of days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a holiday, the period terminates at midnight of the next day that is not a holiday. 2017, c. 20, Sched. 6, s. 107 (2).

Section Amendments with date in force (d/m/y)

2017, c. 20, Sched. 6, s. 107 (1, 2) - 19/10/2021

Execution of documentsart

1.1 Any declaration or other document required or permitted to be executed by more than one person for the purposes of this Act may be executed in several documents of like form, each of which is executed by one or more persons, and such documents, when duly executed by all persons required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act. 2017, c. 20, Sched. 6, s. 108.

Section Amendments with date in force (d/m/y)

2017, c. 20, Sched. 6, s. 108 - 19/10/2021

Limited partnership

2 (1) A limited partnership may, subject to this Act, be formed to carry on any business that a partnership without limited partners may carry on. R.S.O. 1990, c. L.16, s. 2 (1).

Whom to consist

(2) A limited partnership shall consist of one or more persons who are general partners and one or more persons who are limited partners. R.S.O. 1990, c. L.16, s. 2 (2).

Formation of limited partnership

3 (1) A limited partnership is formed when a declaration is accepted for filing with the Registrar in accordance with this Act and any applicable regulations and Registrar’s requirements. 2017, c. 20, Sched. 6, s. 109.

Declaration

(2) Unless otherwise provided in this Act, the regulations or the Registrar’s requirements, a declaration shall be signed by all of the general partners desiring to form a limited partnership and shall state the prescribed information and any information required by the Registrar under section 36. 2017, c. 20, Sched. 6, s. 109.

Expiry of declaration

(3) Every declaration filed under subsection (1), including a declaration filed by an extra-provincial limited partnership, expires five years after the date that it is accepted for filing or that is prescribed unless the declaration is cancelled by filing a declaration of dissolution or the declaration is replaced by filing a renewal of a declaration before the expiry date. 2017, c. 20, Sched. 6, s. 109.

Subsequent filing

(4) A limited partnership is not dissolved if a declaration expires, but an additional fee in the required amount is payable for the subsequent filing of a renewal of a declaration. 2017, c. 20, Sched. 6, s. 109.

Section Amendments with date in force (d/m/y)

1998, c. 18, Sched. E, s. 161 - 01/03/1999

2017, c. 20, Sched. 6, s. 109 - 19/10/2021

3.1 Repealed: 2004, c. 19, s. 15 (1).

Section Amendments with date in force (d/m/y)

1994, c. 27, s. 87 (1) - no effect - see 2004, c. 19, s. 15 (1)

2004, c. 19, s. 15 (1) - 01/06/2005

Record of limited partners

4 (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).

Section Amendments with date in force (d/m/y)

1994, c. 27, s. 87 (2) - 01/03/1995

Inability to receive filings in electronic system

4.1 (1) Despite any regulation made under clause 35.1 (1) (d), if the Registrar is of the opinion that it is not possible, for any reason, to receive declarations and other documents and information in an electronic format in an electronic system maintained under section 9 of the Business Names Act, the Registrar may require that they be filed in paper format alone in accordance with the Registrar’s requirements, if any, or in another electronic format approved by the Registrar. 2017, c. 20, Sched. 6, s. 110.

Same, retaining filings and requests until system is operational

(2) If the Registrar is of the opinion that it is not possible, for any reason, to issue declarations using an electronic system maintained under section 9 of the Business Names Act, the Registrar may retain declarations and other documents and information that have been filed until it is possible for the Registrar to issue them in accordance with this Act, the regulations and the Registrar’s requirements, if any. 2017, c. 20, Sched. 6, s. 110.

Same, searches

(3) If the Registrar is of the opinion that it is not possible, for any reason, for searches to be made of an electronic system maintained under section 9 of the Business Names Act, the Registrar may retain search requests that have been filed until it is possible for searches to be made. 2017, c. 20, Sched. 6, s. 110.

Section Amendments with date in force (d/m/y)

2017, c. 20, Sched. 6, s. 110 - 19/10/2021

General and limited partners

5 (1) A person may be a general partner and a limited partner at the same time in the same limited partnership. R.S.O. 1990, c. L.16, s. 5 (1).

Idem

(2) A person who is at the same time a general partner and a limited partner in the same limited partnership has the rights and powers and is subject to the restrictions and liabilities of a general partner except that in respect of the person’s contribution as a limited partner the person has the same rights against the other partners as a limited partner. R.S.O. 1990, c. L.16, s. 5 (2).

Restriction in name of partnership

6 (1) The full name or surname of a limited partner or a distinctive part of the corporate name of a limited partner shall not appear in the firm name of the limited partnership unless it is also the full name or surname of one of the general partners or a distinctive part of the corporate name of one of the general partners, as the case may be. 2017, c. 20, Sched. 6, s. 111 (1).

Liability if limited partner

(2) If the full name or surname of a limited partner or a distinctive part of the corporate name of a limited partner appears in the firm name contrary to subsection (1), the limited partner is liable as a general partner to any creditor of the limited partnership who has extended credit without actual knowledge that the limited partner is not a general partner. 2017, c. 20, Sched. 6, s. 111 (1).

Use of term limited

(3) Despite any Act, the word “Limited” may be used in the firm name but only in the expression “Limited Partnership”. R.S.O. 1990, c. L.16, s. 6 (3).

Language of firm name

(4) A limited partnership may have a firm name that is in,

(a) an English form only;

(b) a French form only;

(c) a French and English form, where the French and English are used together in a combined form; or

(d) a French form and an English form, where the French and English forms are equivalent but are used separately. 2017, c. 20, Sched. 6, s. 111 (2).

Same

(5) A limited partnership that has a firm name described in clause (4) (d) may be legally designated by the French or English version of its firm name. 2017, c. 20, Sched. 6, s. 111 (2).

Permitted...