LLPs vs Limited Partnerships in Canada: Brief Comparison

Choosing the right business structure is crucial for entrepreneurs in Canada, as it impacts liability, taxation, and operational flexibility. Two popular options for registering a business in Canada are Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs). Despite their advantages, selecting the ideal choice for your company requires a comprehension of their distinctions.

Through this article, we will be briefly covering about LLPs vs Limited partnerships in Canada covering the benefits as well as drawbacks of each structure.

Understanding Limited Partnerships (LPs)

Limited Partnerships (LPs) consist of one or more general partners who oversee the operation and are personally responsible for its debts and one or more limited partners who contribute funds but have limited involvement in management.

Advantages of LPs include:

  • Limited Liability for Limited Partners: Limited partners are not held personally responsible for the company’s outstanding obligations over what they have invested.
  • Pass-Through Taxation: Gains and losses are distributed to the partners and taxed at their personal tax rates.
  • Investment Opportunities: LPs are attractive for investors seeking passive investment opportunities.

Disadvantages of LPs:

  • General partners bear personal responsibility.
  • Complex management structure.
  • Limited partners must avoid active roles to maintain liability protection.

Understanding Limited Liability Partnerships (LLPs)

Limited Liability Partnerships (LLPs) offer partners limited liability protection, meaning they are not personally accountable for the liabilities and obligations of the business. Professional service providers including attorneys, accountants, and architects frequently prefer limited liability partnerships (LLPs).

Advantages of LLPs include:

  • Limited Liability: Partners are protected from being held personally liable for company obligations.
  • Flexibility: All partners can participate in management, allowing for a collaborative approach.
  • Tax Benefits: LLPs are taxed as separate entities, further lowering the total amount of taxes owed.

Disadvantages of LLPs:

  • Regulatory requirements vary by province.
  • Need for a partnership agreement to outline roles and responsibilities.

LLPs vs Limited Partnerships in Canada: Comparison

Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs) are both business structures that offer certain protections and benefits. On the other hand, there are noticeable variations between them in terms of management, taxation, liability, and structure.

Let’s briefly examine about LLPs vs Limited Partnerships in Canada using a comparative study to give you a clear understanding:

AspectLimited Liability Partnerships (LLPs)Limited Partnerships
LiabilityLimited Liability for PartnersLimited Liability for Limited Partners; Unlimited Liability for General Partners
FormationRequires registration with the provincial or territorial governmentRequires registration with the provincial or territorial government
ManagementAll partners can participate in management unless explicitly stated in the partnership agreementLimited partners cannot participate in management; General partners manage the business
TaxationTaxed as a distinct entityPass-through taxation, where profits are subject to tax at the partner level
NameMust include “Limited Liability Partnership” or “LLP” in the company nameMust include “Limited Partnership” or “LP” in the business name


Choosing between LLPs vs Limited Partnerships in Canada depends on a number of variables, including the type of business, the required amount of liability protection, taxation considerations, and management preferences. While LLPs offer broader liability protection and flexibility in management, Limited Partnerships provide pass-through taxation and investment opportunities for passive investors.


Can I convert my existing business structure to an LLP or Limited Partnership?

Yes, if you follow the procedures provided by the province or territorial government, you can change your company structure to an LLP or Limited Partnership.

What are the most important things to consider when deciding between a limited partnership and an LLP?

Liability protection, taxes, management structure, and the type of business you do are important factors to take into account.

Do LLPs or Limited Partnerships have any restrictions on who is eligible to become partners?

LLPs typically require partners to be professionals licensed in their respective fields, while Limited Partnerships have fewer restrictions on partner eligibility.

How can I register my company as an LLP or Limited Partnership in Canada?

You can easily register your business as an LLP or Limited Partnership using Incpass, an automated tool designed to streamline and expedite the process of registering a business in Canada.