Key takeaways
- A limited liability partnership (LLP) in Canada is not just a partnership with a liability cap bolted on — in most provinces it is a professionals-only structure, available chiefly to lawyers and accountants whose own regulator authorises the LLP form.
- The LLP carries two address surfaces in the registry world: a registered office (or its provincial equivalent) under the provincial Partnership Act, and a publicly registered business name under business-name legislation such as Ontario's Business Names Act.
- A third address lives outside the registry entirely — the address-of-record the Law Society or CPA body holds, updated through the regulator's own portal, not the corporate registrar.
- Each of these must be a real physical Canadian street address in the province, never a PO box. A virtual Toronto or Vancouver address fills the registered-office and business-name slots for a remote professional firm.
Short answer
A limited liability partnership (LLP) is a registered professional partnership in which a partner is not personally liable for the negligence or wrongful acts of the other partners — the feature that distinguishes it from a general partnership, where liability is joint and several. In most Canadian provinces the LLP is a restricted form: it is open mainly to professions whose governing body permits it, typically law and accounting. Because of that, an LLP has more address surfaces than an ordinary partnership. There is a registered office the firm names under the provincial Partnership Act; there is a business name the firm registers publicly under business-name legislation; and there is the address the Law Society or CPA body holds on file for the firm. All three have to be real physical addresses in the province, and updating one does not update the others.
If you are forming an ordinary partnership without the negligence shield, this is the wrong guide — see general partnership business address in Canada. If you want the general-partner / limited-partner investment structure instead, see limited partnership business address in Canada. This article is specifically about the LLP: who may use it, and the three address surfaces it carries.
What an LLP actually is in Canada — and why it is not a general or limited partnership
A common misconception is that "LLP" is just a generic upgrade any partnership can elect, the way a US business might pick a label off a menu. In Canada it is narrower and more specific than that, and the address consequences follow directly from how it is defined.
Three partnership forms get confused, and they are genuinely different animals:
- A general partnership has no liability shield at all. Every partner is personally liable for the firm's debts on a joint and several basis, and the structure is open to anyone. Its address obligations live in business-name legislation. We cover that fully in general partnership business address in Canada.
- A limited partnership (LP) splits partners into one or more general partners (unlimited liability, run the business) and limited partners (capped at their contribution, stay out of management). It is an investment vehicle, open generally. Its address obligations are covered in limited partnership business address in Canada.
- A limited liability partnership (LLP) keeps all partners active in running the firm but gives each one a liability shield: in the provinces Auteur serves, a partner is generally not personally liable for another partner's negligence or for the firm's own debts incurred while it is an LLP — though each partner stays liable for their own wrongful acts. In most provinces this form is reserved for specified professions — its whole purpose is to let, for example, a law or accounting firm operate as a partnership without each partner personally underwriting every other partner's malpractice exposure.
One thing the LLP is emphatically not: a Canadian limited liability company. Canada does not have an LLC. US founders search for "LLC vs LLP in Canada" constantly, but the LLC simply does not exist as a Canadian business form — the closest single-entity option is an incorporated company, and the LLP is a partnership, not a company. If you arrived looking for an LLC analogue, the answer is that there isn't one; you are choosing between a corporation and one of the partnership forms.
Which professions can register an LLP, by province
This is the part to verify rather than assume. The LLP is created by provincial statute, and which professions may use it is set province by province — usually a short, closed list rather than an open door. The dominant cases across Canada are lawyers and accountants (CPAs), because those two professions' governing bodies have authorised the LLP form in the provinces Auteur serves.
In Ontario, the LLP is recognised only for partnerships of professionals whose governing statute expressly permits the LLP form and whose regulator requires mandatory liability insurance (Ontario Partnerships Act, s. 44.2). The professions that clearly clear that test are lawyers (under the Law Society of Ontario) and Chartered Professional Accountants (under CPA Ontario). Because the test turns on a profession's own Act expressly authorising the LLP, most other regulated fields — architects, engineers, and the health professions among them — practise through a professional corporation rather than an LLP, so do not assume a field qualifies without checking its governing statute. For tax, an LLP is treated as a partnership — its income flows through to the partners rather than being taxed at the firm level. (The CRA's GST/HST Memorandum 14-9-1, Partnerships – Determining the Existence of a Partnership, sets out when a partnership exists for GST/HST purposes.)
In British Columbia, the LLP lives in Part 6 of the Partnership Act and is available far more broadly than Ontario's professions-only framing — in fact BC does not restrict the LLP to professionals at all. An ordinary business partnership may register as an LLP under Part 6, with extra prerequisites applying only to professional partnerships (where a governing body's rules apply, such as the Law Society of BC under the Legal Profession Act and Law Society Rules Part 9, Division 2). The practical population is still overwhelmingly law and accounting firms, but the BC form is genuinely open to non-professional businesses too.
Because the eligible-profession list is provincial and can change, do not generalise "lawyers and accountants only" to every province or every profession. Confirm directly with the relevant statute and the profession's regulator before you assume your field qualifies — the list that applies to a BC engineering or healthcare practice is not the same instrument that governs a law firm, and a profession that may incorporate as a professional corporation does not automatically gain access to the LLP form.
The two address surfaces: Partnership Act registered office + Business Names Act publication
Inside the registry world, an LLP carries its address on two separate filings, and conflating them is where firms slip.
Surface one — the registered office under the provincial Partnership Act. When a partnership registers as an LLP, the provincial statute requires it to maintain an address in the province. BC's Partnership Act Part 6 requires an LLP to have a registered office in British Columbia, recorded with the registrar. This is the address where the firm can be located and where documents can be served — it does real legal work, not just a line on a form.
Surface two — the public business name. An LLP almost always trades under a firm name, and that name is registered publicly. In Ontario, a firm name is registered under the Business Names Act through ServiceOntario, and the registered name and its associated address appear on the public record. So the address on the business-name registration is searchable by anyone — clients, opposing counsel, regulators. That public-disclosure feature is identical in spirit to the general-partnership business-name surface, but for an LLP it sits alongside the Partnership Act registered office rather than replacing it.
The two surfaces should carry the same physical address, but they are updated through different channels and on different forms. Moving offices means updating the Partnership Act registration and the business-name record — not one or the other.
The Law Society / CPA address-of-record — a separate filing from the registry
Here is the surface founders most often forget, because it is not at the corporate registrar at all.
Every LLP made up of a regulated profession also has an address-of-record held by the profession's governing body — the Law Society of Ontario or BC for a law firm, CPA Ontario or CPABC for an accounting firm. The regulator keeps the firm on its own register of authorised LLPs, with the firm's address, partner list, and (critically) proof of the professional liability insurance the LLP form is conditioned on. In most provinces the negligence shield is only available if the firm carries the mandatory insurance its regulator requires — the shield and the regulator's filing are linked.
This regulator address is updated through the regulator's own portal, not ServiceOntario or BC Registries. Changing the registered office at the provincial registrar does not update the Law Society's or CPA body's file, and vice versa. That makes three address surfaces an LLP has to keep aligned:
| Surface | What it is | Where it is updated |
|---|---|---|
| Registered office | Address under the provincial Partnership Act | Provincial registrar (ServiceOntario / BC Registries) |
| Public business name | Firm name + address on the public record | Business-name registration (e.g. Ontario Business Names Act) |
| Regulator address-of-record | Firm's address on the Law Society / CPA register | The regulator's own portal |
The single most useful takeaway: an LLP is not a one-address structure. The same Toronto or Vancouver street address should land on all three, but each is filed separately, and a move that updates only one leaves the other two stale.
Ontario LLP and BC LLP side by side
Because the framing differs between the two provinces Auteur serves, here is the LLP comparison drawn out:
| Ontario LLP | BC LLP | |
|---|---|---|
| Governing statute for the LLP form | Partnerships Act (LLP provisions) + the profession's governing statute | Partnership Act, Part 6 |
| Who may use it | Professions whose own governing Act expressly permits the LLP — chiefly law (LSO) and accounting (CPA Ontario); most other regulated fields use a professional corporation instead | Any business partnership may register; extra prerequisites apply only to professional LLPs (e.g. Law Society of BC, Legal Profession Act) |
| Statutory address in the registry | Address recorded on registration; firm name + address public under the Business Names Act | Registered office in British Columbia recorded with the registrar |
| Regulator surface | Law Society of Ontario / CPA Ontario address-of-record | Law Society of BC (Law Society Rules Part 9, Division 2) / CPABC |
| Liability insurance link | Mandatory professional insurance typically required for the LLP form | Mandatory professional insurance typically required for the LLP form |
Confirm the current statutory section numbers, eligible professions, and forms on the provincial registrar's and the regulator's official sites before filing — the LLP framework is the kind of instrument provinces revise, and the population is small enough that guidance is less abundant than for corporations.
Why the LLP address must be a physical Canadian address — no PO box
On all three surfaces, the address has to be a real physical street location in the province. The Partnership Act registered office has to be a place where the firm can be located and served; the public business-name record has to show a genuine address; and the regulator wants an address it can reach the firm at. A PO box does not satisfy any of them — it is a mail receptacle, not a place a firm can be found and served. A private-mailbox rental presented as a bare box number is the same problem.
This is exactly the gap a virtual business address fills for a professional firm. A solo practitioner forming an LLP with a remote partner, or a firm running lean without a downtown lease, still needs a genuine physical address inside Ontario or BC for the Partnership Act registration, the business-name filing, and the regulator's record. A virtual address at a real commercial building — proper street-and-unit numbering in Canada Post format, staffed reception, and the ability to receive couriered and served documents — gives the LLP that physical registered office without signing a commercial lease. Because Auteur runs its own staffed locations in both Toronto and Vancouver, an Ontario or a BC LLP can be served from the address it actually files, and incoming mail — regulator notices, CRA correspondence, client documents — is scanned the day it arrives and lands in one monitored place no matter where the partners physically are.
Partner liability: not liable for another partner's negligence — what it does and does not shield
The reason a firm chooses the LLP form is the liability shield, and it is worth being precise about its edges, because it works differently from a corporation's limited liability.
What the shield does cover: a partner is not personally liable for the negligence, wrongful acts, or professional misconduct of the other partners or of the firm's employees they did not supervise. In the two provinces Auteur serves the statute goes further than that — under Ontario's Partnerships Act (s. 10(2)) and BC's Partnership Act (s. 104), a partner is also not personally liable for the firm's other debts and obligations incurred while it is an LLP, ordinary contractual debts included — leases, supplier accounts, bank borrowing. Whether the exposure comes from a co-partner's malpractice or an unpaid trade debt, the other partners' personal assets are generally protected beyond what the firm itself holds.
What the shield does not cover: a partner remains personally liable for their own negligence and wrongful acts, and for the negligence of anyone under their direct supervision. The firm's own assets stay fully exposed — the LLP protects the partners' personal assets, not the partnership's. A partner who personally guarantees a lease or a loan is bound by that guarantee regardless of the shield. And the protection in most provinces is conditioned on the firm carrying the mandatory professional liability insurance its regulator requires; let that lapse and the basis for the shield can fall away. (Some provinces — Alberta and Manitoba among them — give a narrower shield that covers only other partners' negligence and leaves partners on the hook for the firm's contractual debts; Ontario and BC do not, but a firm registering elsewhere should confirm its own province's rule.)
In short, the LLP shield in Ontario and BC protects each partner's personal assets from the firm's debts and from a co-partner's malpractice — but not from their own wrongful acts, it does not put the firm's own assets out of reach, and it does not override anything a partner personally guarantees. It is a real shield, just a different shape from a corporation's. Treat the exact boundaries as province- and statute-specific, and confirm them with the firm's own advisers.
LLP vs LP vs general partnership vs professional corporation — quick fork
Four structures, four different address regimes. Where to read next:
- General partnership — no liability shield, open to anyone, address on the business-name registry. See general partnership business address in Canada.
- Limited partnership (LP) — general partner plus limited partners, an investment vehicle, address as a principal place of business (Ontario) or registered office (BC). See limited partnership business address in Canada.
- Limited liability partnership (LLP) — professionals-only in most provinces, a shield over each partner's personal assets, the three address surfaces in this article.
- Professional corporation (PC) — an incorporated company for a regulated professional, with a corporate registered office and a regulator address-of-record. See professional corporation business address in Canada.
If you have a corporation anywhere in your structure — a partner that is itself a corporation, or you are weighing a PC against an LLP — the registered-office mechanics are worth getting straight first; see registered office vs records office vs head office in Canada.
FAQ
What is the difference between an LLC and an LLP in Canada?
There is no LLC in Canada — the limited liability company is a US business form, and Canada does not have it. So the comparison most US founders are trying to make does not translate. In Canada your options are a corporation (a separate legal person, incorporated federally or provincially) or one of the partnership forms. A limited liability partnership (LLP) is a partnership, not a company: in most provinces it is reserved for specified professions such as law and accounting, all partners stay active in the firm, and each partner gets a liability shield — generally not personally liable for another partner's negligence or, in Ontario and BC, for the firm's debts incurred while it is an LLP, though still liable for their own wrongful acts. If you want a single-entity structure with broad limited liability, the Canadian equivalent is incorporating a company, not an LLP.
Who can form an LLP in Canada?
In most provinces the LLP is a professionals-only structure, available chiefly to professions whose governing body authorises it — predominantly lawyers and accountants (CPAs) in the provinces Auteur serves. The exact eligible list is set by provincial statute and the profession's regulator, and it differs from province to province, so it should be confirmed directly rather than assumed. Ontario frames the LLP around professions permitted by their governing statute; British Columbia's Partnership Act Part 6 contemplates professional LLPs under a governing body's rules as well as certain other LLPs. A profession that can form a professional corporation does not automatically gain access to the LLP form — they are separate authorisations.
Does an LLP protect partners from all liability?
No — the LLP protects each partner's personal assets, not everything. A partner is not personally liable for another partner's negligence or professional misconduct, and in Ontario and BC the statute also shields partners from the firm's other debts and obligations incurred while it is an LLP, ordinary contractual debts included. What it does not do: a partner remains liable for their own negligence and wrongful acts, the firm's own assets stay exposed, and a partner who personally guarantees a debt is still bound by that guarantee. The shield is also usually conditioned on the firm carrying the mandatory professional liability insurance its regulator requires. Treat the precise boundaries as province-specific and confirm them with the firm's own advisers.
Bottom line
A limited liability partnership in Canada is a professionals-only structure in most provinces — built so that lawyers, accountants, and other authorised professionals can practise in partnership without each partner personally underwriting every co-partner's malpractice. Its defining feature is a liability shield over each partner's personal assets: not liable for another partner's negligence or, in Ontario and BC, for the firm's debts incurred while it is an LLP — but still liable for your own wrongful acts and anything you personally guarantee, and conditioned on mandatory insurance. And it carries three address surfaces — the Partnership Act registered office, the public business-name registration, and the Law Society or CPA address-of-record — each filed and updated separately, each requiring a real physical Canadian street address, never a PO box.
For a remote or lean professional firm the practical need is one thing: a genuine physical address in Ontario or BC that can sit on all three surfaces and that receives and scans the firm's mail. That is exactly what a virtual business address does. Reserve a Toronto or Vancouver address before you register the LLP, so the same street address lands on the Partnership Act registration, the business-name filing, and the regulator's record without a single mismatch to reconcile later. If you are still choosing between structures, our guides to the general partnership, the limited partnership, and the professional corporation walk through how each one differs.