A partnership is a relationship between persons who are carrying on business in common with a view to a profit, whether or not the partners term their common business a partnership. Evidence of a partnership includes joint tenancy, sharing of gross returns and receipt of a share of profits. Relationships that were not intended to be partnerships may later be deemed as such and therefore you should be careful to clearly define your business relationships.

Limited partners in a limited partnership are not liable for acts of the firm. If a limited partner can be shown to have taken part in the management of the business he or she may be deemed a general partner and would then lose his or her liability protection.

Limited partnerships must comply with the regulatory requirements of the Limited Partnership Acts in the province or territory where the limited partnership was formed and as such must provide certain notices to the government and maintain certain records.

A limited partner does not have any right to take part in management and therefore that person has little control over his or her investment in the limited partnership.

It is more expensive to register a limited partnership.

You should have a partnership agreement. When one partner decides to leave a partnership the partnership is automatically dissolved unless a partnership agreement has been signed saying otherwise. If the business is viable the remaining partners might not wish to dissolve the business. Also, in cases of disputes, it is a good idea to have some clauses in your partnership agreement to cover possible situations that may arise. If you do not have a partnership agreement in place then the Partnership Act of the particular province or territory in which the partnership was formed must be followed and in most cases the statute remedies are narrow. No matter how long you have known the person whom you decide to go into partnership with, including your spouse, you should still form a partnership agreement.

Your best option would be to have a partnership agreement drafted up by a solicitor and each party to the agreement should have independent counsel. This is to ensure that each party is protected from any changes occurring in the partnership such as a death, resignation, sickness, disagreements, etc. and also to determine in writing how the financial aspects of the business will be managed. Without a well drafted partnership agreement you could be opening yourself up to a problem in the future which could cost you a loss of income if you have not provided for a partnership agreement with proper provisions. Independent advice is especially important since a solicitor will look at the agreement from your personal view and insist on adding clauses to protect you in the future for any number of situations occurring. Law firms operate as partnerships and have a better understanding of the law behind all types of partnerships.

There is no law that says you have to have a lawyer. If you cannot afford a lawyer to draft your partnership agreement ensure that you have read the legislation for partnerships in your particular province or territory and ensure you do have some form of partnership agreement. Also ensure that the agreement has provisions for what happens if a partner becomes ill, wishes to resign or dies as well as providing for the appropriate profit split. Having no partnership agreement would be a bad choice to make.

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