Corporate Registry

Limited Liability Partnerships Frequently Asked Questions

What is a limited liability partnership?

It is a type of partnership entity in which each partner is responsible only for his or her own liabilities. It makes partners more fully accountable to their clients or customers and ensures that all partners can engage in their business without the concern of having their personal assets at risk, unless there is negligence or wrongdoing.

Does the B.C. partnership have to be registered with the registrar of companies?

No. A registered or unregistered general partnership or a limited partnership is eligible to register as a limited liability partnership.

Are there specific business name requirements for limited liability partnerships?

Yes. Both B.C. and extraprovincial limited liability partnerships have to comply with section 100 of the Partnership Act which requires the words "Limited Liability Partnership" or "LLP" or the French equivalent to be part of and at the end of the business name.

What happens to the registered general partnership or the limited partnership once they are registered as a limited liability partnership?

The partnership ceases to be a registered general partnership, or the partnership ceases to be a limited partnership. Refer to section 103 of the Partnership Act.

What other filings are required to maintain the limited liability partnership status?

B.C. and extraprovincial limited liability partnerships are required to file with the registrar an annual report each year within two months of the anniversary date of its registration. Further, any change to the information provided in the registration statement will need to be filed with the registrar.

Is there a penalty for not filing an annual report?

Yes. The registrar may cancel the registration of a B.C. or extraprovincial limited liability partnership if it fails in each of two consecutive years, to file an annual report.

What other obligations are there for B.C. and extraprovincial limited liability partnerships?

Both need to maintain an office where a current and alphabetical list of its partners is kept and make that information available for inspection and copying during normal business hours. There are other obligations under the act that partners of a limited liability partnership should be familiar with. See Part 6 of the Partnership Act for additional information.

Are there special requirements for professional partnerships?

Yes. Professional partnerships are only permitted to register as a limited liability partnership if their governing act allows them to and are required to remain in compliance with their governing act, as well as the Partnership Act.

Some professional acts that were consequentially amended to permit registration are:

  • Accountants (Certified General) Act
  • Accountants (Chartered) Act
  • Accountants (Management) Act
  • Legal Profession Act
  • Notaries Act

What are the fees for filing forms with the registrar?

The fee to register a B.C. or extraprovincial limited liability partnership is $275 plus the $30 name reservation fee. The annual report filing fee is $35 and the fee to file a change to the registration statement is $30.