Limited Liability Partnership
How to Register a Limited Liability Partnership (LLP)
The LLP legislation provides that a partner is not personally liable for any debts, obligations or liabilities of the LLP that arise from any negligent act by another partner or by any person under that partner's direct supervision and control. The law does not reduce or limit the liability of the firm. All of the firm's assets and insurance protection remain at risk. In addition, all partners of an LLP remain personally liable for their own actions and for the actions of those they directly supervise and control.
The firm name must be registered in accordance with the Business Names Act and in accordance with the provisions of the Rule 401 of the CPA Code of Professional Conduct concerning the use of firm names. The firm name of a limited liability partnership shall contain the words “limited liability partnership” or “société à responsabilité limitée” or the abbreviations “LLP”, “L.L.P.” or “s.r.l.” as the last words or letters of the firm name.
How to Register a Limited Liability Partnership
2. Register the firm with CPA Ontario by submitting a completed Firm Application for Registration (Form 4-6E) and attaching a copy of the Ministry certified Form 6, or change the existing firm name by submitting a completed Firm Update Form 4-6A and attaching a copy of the Ministry certified Form 6.
Note: The Ministry certified Form 6 will have a BIN (Business Identification Number) number stamped on it, along with the effective and expiry dates of the LLP.
3. Upon confirmation of firm registration by CPA Ontario, notify clients in writing of the firm’s LLP status. View a sample letter.
To Renew, Amend or Cancel a Limited Liability Partnership
Renewal: A registration expires in five years and must be renewed with the Ministry. A copy of the certified Form 6 LLP renewal must be sent to CPA Ontario.
Amend: An amendment should be filed whenever there is a change in address or change of activity such as adding or removing a partner. A copy of the certified Form 6 LLP amendment, along with a Firm Update Form 4-6A must be sent to CPA Ontario.
Cancel: A cancellation should be submitted if you stop using the business name. A copy of the withdrawn Form 6 indicating the LLP cancellation and a completed Firm Update Form 4-6A must be sent to CPA Ontario.
Tips for Renewing a Limited Liability Partnership
When completing the Ministry’s Form 6, please ensure the following:
- The name on the renewal is the same as originally registered.
- If there have been changes, complete an amendment prior to a renewal. (You may send both forms together. The amendment will be registered first and then the renewal.)
- If using an amendment to change partners, at least one of the original partners must remain in the LLP.
- File a new LLP registration if all partners are changing.
- File a new LLP registration if the name of the LLP is changing.
- Complete all fields on every page, including Section 4 (address information).