EXTRA-PROVINCIAL PARTNERSHIP
General Partnership | Limited Partnership | Limited Liability Partnership | Extra-Provincial Partnership
Contact Neufeld Legal PC at 403-400-4092 or Chris@NeufeldLegal.com
Extra-provincial partnerships arise when a partnership formed in its home jurisdiction (a Canadian province or territory) seeks to undertake business in a province (or territory) other than its home jurisdiction. Based on legal criteria and specific indices, such 'foreign' partnerships are required to be extra-provincially registered with those additional provinces for purposes of conducting business within those provinces (there also exists comparable statutory requirements promulgated by Canada's territories).
There are specific statutory requirements for limited partnerships and limited liability partnerships to be extra-provincially registered in their non-home jurisdiction [for limited partnerships see sections 80.01, 80.02 and 80.1 in the Partnership Act (Alberta) and the Limited Partnerships Act (Ontario); and for limited liability partnerships see sections 93 to 104.1 in the Partnership Act (Alberta) and section 44.1 in the Partnerships Act (Ontario)]
When seeking to determine if a general partnership needs to be extra-provincially registered, certain primary considerations include:
- the partnership's name, or any name under which it carries on business, is listed in a telephone directory anywhere in non-home province
- the partnership's name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in the non-home province is given for the extra-provincial partnership
- the partnership has a resident agent, representative, warehouse, office, or place of business in the non-home province
- the partnership solicits business in the non-home province
- the partnership is the owner of an estate or has interest in land in the non-home province
- the partnership is licensed or registered, or required to be licensed or registered, under any statute of the non-home province allowing it to carry on business
- the partnership otherwise carries on business in the non-home province
Although this is an additional layer of government bureaucracy that is being imposed upon business operations that seek to expand commerce outside of a single Canadian province or territory, and compete in additional markets across Canada, it is a pre-requisite for engaging in business outside of the partnership's home jurisdiction. Expanding the business of the partnership beyond its home province should be properly structured to meet that province's legal requirements; while out-of-country partnerships require even more substantive legal work to make them capable of engaging in Canadian business activities.
For legal counsel as to a partnership's engagement in business outside of its home jurisdiction, including non-Canadian partnerships seeking to conduct business in Canada, contact our law firm at Chris@NeufeldLegal.com or 403-400-4092 / 905-616-8864.
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