Key takeaways
- A limited partnership is registered, not incorporated — an Ontario LP is formed by filing a declaration, a BC LP by filing a certificate, each under that province's partnership legislation.
- Ontario's filing asks for a principal place of business in Ontario; BC's asks for a registered office in British Columbia. Same underlying need, two different statutory terms.
- In both provinces that address must be a real physical street location inside the province. A PO box does not satisfy the requirement in either regime.
- A virtual Toronto or Vancouver address fills exactly this role for non-resident and remote LP founders who have no commercial premises of their own.
Short answer
A limited partnership (LP) is not incorporated. It is created by registering with the provincial registrar under that province's partnership law — and the two provinces Auteur serves do this differently. An Ontario LP is formed by filing a declaration under the Limited Partnerships Act, and that declaration records a principal place of business in Ontario. A BC LP is formed by filing a certificate under the Partnership Act, and a BC LP must maintain a registered office in British Columbia. The labels differ, but the core requirement is the same in both: the address has to be a real physical location in the province of registration, not a PO box.
If what you actually want is an incorporated company, this is the wrong guide — see federal vs Ontario vs BC incorporation instead. This article is specifically about the limited partnership registration regime in Ontario and BC.
How an LP differs from a corporation — and why the address still matters
A common misconception is that a limited partnership follows the same address rules as an incorporated company. It does not, but the reason is not that an LP escapes an address requirement — it is that the LP requirement lives in a different statute and, depending on the province, carries a different name.
A corporation is incorporated under a corporations statute — federally under the Canada Business Corporations Act (CBCA), in Ontario under the Business Corporations Act (OBCA), in BC under the Business Corporations Act (BCBCA) — and that creates a separate legal person with a registered office. A limited partnership is registered under partnership legislation: it comes into existence when the formation document is filed with the provincial registrar, and it always has at least one general partner who carries unlimited liability for the partnership's obligations and one or more limited partners whose exposure is capped at what they contributed, as long as they stay out of management.
So the LP address question is real — both Ontario and BC put a mandatory address on the public record for an LP. What changes from province to province is the statutory term and the formation document, and that is the part founders get wrong.
The Ontario limited partnership: declaration and principal place of business
An Ontario LP is governed by the Limited Partnerships Act. It is formed by filing a declaration with the Registrar. The declaration is the foundational public document, and it records:
- The firm name of the limited partnership.
- The general nature of the business.
- The name and address of each general partner — for an individual, the residential address; for a general partner that is itself a corporation, its name, address, and Ontario corporation number.
- The address of the limited partnership's principal place of business in Ontario, including the mailing address.
That last item is the address this article is about: Ontario uses the term principal place of business, and it must be located in Ontario. The declaration also asks for the mailing address, which means Ontario explicitly separates the place of business from where ordinary mail is sent — the two do not have to be the same line, but both belong on the filing.
Two timing points matter for an Ontario LP. First, a declaration is not permanent: it expires five years after the day it is accepted. Expiry does not dissolve the partnership, but the LP has to re-file to keep the registration current, which carries a further fee. Second, when any recorded detail changes — the principal place of business moves, a general partner changes, a general partner's address changes — Ontario records that through a declaration of change filed with the Registrar.
The BC limited partnership: certificate and registered office
A BC LP is governed by the Partnership Act, Part 3, and the mechanics are genuinely different from Ontario's — not a regional variation on the same words.
A BC LP is formed by filing a certificate with the registrar, signed by each person who is to be a general partner. BC does not use the word "declaration" for this. And BC is explicit about the address: under the Partnership Act, a limited partnership must have a registered office in British Columbia. BC uses the term registered office, the same term a corporation uses, and the certificate records the location of that registered office.
The BC registered office also does real work beyond being an address line. A BC LP must keep certain records at its registered office — a register of its limited partners listed alphabetically, a copy of the certificate, and a copy of the partnership agreement. So in BC the registered office is both the LP's address of record and the place its core records sit.
When recorded information changes, a BC LP files an amendment to its certificate with the registrar. There is no "declaration of change" in the BC regime — the certificate is the live document, and it gets amended.
Ontario LP and BC LP side by side
Because the two provinces use different documents and different terms, here is the LP comparison drawn out — note this is the limited partnership regime, not the corporation regime:
| Ontario LP | BC LP | |
|---|---|---|
| Governing statute | Limited Partnerships Act | Partnership Act, Part 3 |
| Formation document | Declaration filed with the Registrar | Certificate filed with the registrar |
| Statutory address term | Principal place of business in Ontario | Registered office in British Columbia |
| Updating recorded details | Declaration of change | Amendment to the certificate |
| Records location | Declaration also records the mailing address; records are kept where the partnership keeps them | Register of limited partners, certificate, and partnership agreement kept at the registered office |
The single most useful takeaway from the table: do not assume "LP address" means one thing across Canada. In Ontario you are filling a principal place of business field on a declaration; in BC you are naming a registered office on a certificate. The address itself still has to be a physical location in the right province — that part does not change — but the paperwork and vocabulary do.
Why the LP address must be a physical address — and what a virtual address covers
In both provinces, the address on the LP's public record has to be a real physical street location in the province of registration. Ontario's principal place of business has to be in Ontario; BC's registered office has to be in British Columbia. Neither province accepts a PO box in that role — a PO box is a mail receptacle, not a place where the partnership can be located and where documents can be served. A private-mailbox rental presented as a unit number is the same problem: a box rental is not a street address.
This is precisely the gap a virtual business address fills for an LP. A non-resident founder, or a Canadian founder running the partnership remotely with no commercial premises, still needs a genuine physical address inside Ontario or BC to put on the declaration or the certificate. A virtual address at a real commercial building — with proper street-and-unit numbering, staffed reception, and the ability to receive couriered documents — gives the LP that physical place of business or registered office without signing a commercial lease.
It also handles the mailing side cleanly. Ontario's declaration explicitly carries a mailing address; a BC LP receives registrar correspondence at its registered office. A virtual address that scans incoming mail means registrar notices, Canada Revenue Agency letters, and partner correspondence all land in one monitored place and get digitized the day they arrive — useful when the partners are not physically near the registered jurisdiction.
The general partner, records, and the CRA
A few related roles sit alongside the LP's main address, and keeping them distinct is where filings stay clean.
The general partner's address. Because the general partner carries unlimited liability and runs the partnership, that partner is identified on the public record — an Ontario declaration records each general partner's address, and a BC certificate is signed by and identifies the general partners. When the general partner is itself a corporation — a common structure, so that no individual carries unlimited personal liability — then it is that corporation's registered office that applies to the general partner, and the corporation has its own incorporation paperwork to keep current. For what a corporate general partner has to maintain, see registered office vs records office vs head office.
Records. A BC LP keeps its register of limited partners, certificate, and partnership agreement at its registered office, as the Partnership Act requires. An Ontario LP keeps partnership records where the partnership keeps them — commonly the principal place of business, sometimes the accountant's or lawyer's office. In both provinces the partnership agreement itself is a private contract among the partners; it is not filed with the registrar and does not appear on the public record.
The CRA. An LP that has employees, charges GST/HST, or otherwise interacts with the Canada Revenue Agency needs a Business Number. The LP itself does not pay income tax — income and losses flow through to the partners, who report their allocated share on their own returns — but where partnership activity passes the relevant threshold, the LP files a T5013 Partnership Information Return. The CRA records a physical location and a mailing address for the entity, and a virtual address that scans mail keeps CRA notices and registrar correspondence arriving in one place.
A practical sequence for a new LP:
- Decide the province of registration. The address on the filing must be physically in Ontario for an Ontario LP, or British Columbia for a BC LP.
- Secure the physical address before filing, so the exact same Toronto or Vancouver street address goes on the declaration or certificate, the Business Number registration, and any bank paperwork — no mismatches to reconcile later.
- Sort out the general partner. If an individual is the general partner, their address is disclosed. If a corporation is the general partner, that corporation needs its own registered office in place first.
- File the formation document — a declaration with the Ontario Registrar, or a certificate with the BC registrar.
- Register for a Business Number with the CRA if the LP will have employees, charge GST/HST, or file a T5013.
FAQ
Is a limited partnership a legal entity in Canada?
A limited partnership is a registered relationship between partners rather than a separate legal person in the way a corporation is. It can carry on business, hold a Business Number, and be sued in the firm name, but it is not incorporated and does not have the separate legal personality of a corporation. The general partner carries unlimited liability for the partnership's obligations; the limited partners' exposure is capped at what they contributed, provided they stay out of management. Because it is registered under partnership legislation rather than a corporations act, its address requirement is named for that legislation — a principal place of business under Ontario's Limited Partnerships Act, a registered office under BC's Partnership Act.
What are three requirements of a limited partnership?
Three core ones: at least one general partner with unlimited liability who manages the business; one or more limited partners whose liability is limited to their capital contribution and who do not take part in management; and a formation filing with the provincial registrar — a declaration in Ontario, a certificate in BC — that records the partnership name, its general partner, and its address in the province. In Ontario that address is the principal place of business; in BC it is the registered office. In both cases it must be a physical address in the province of registration.
What documents are required for a limited partnership?
Two foundational documents. The first is the partnership agreement — a private contract among the partners setting out contributions, profit allocation, and management terms; it is not filed with the registrar in either province. The second is the public formation document: in Ontario, a declaration filed under the Limited Partnerships Act; in BC, a certificate filed under the Partnership Act. A name search may also be needed. Once registered, a change to the address or general partner is recorded by filing a declaration of change in Ontario, or an amendment to the certificate in BC. If the LP interacts with the CRA, add the Business Number registration and, where applicable, the T5013 Partnership Information Return.
How to set up a limited partnership in Canada?
Choose the province of registration, prepare a partnership agreement among the general and limited partners, and secure a physical address in that province. For an Ontario LP, file a declaration with the Registrar recording the firm name, the general partner, and the principal place of business in Ontario; note that an Ontario declaration expires five years after acceptance and must be re-filed to stay current. For a BC LP, file a certificate with the registrar and maintain a registered office in British Columbia where the LP's records are kept. After registration, register for a CRA Business Number if the LP will have employees, charge GST/HST, or file a partnership information return. Confirm the current forms and fees on the provincial registrar's official site before filing.
Bottom line
A limited partnership is registered, not incorporated — and the address it carries is named for the province it is registered in. An Ontario LP files a declaration that records a principal place of business in Ontario; a BC LP files a certificate and must maintain a registered office in British Columbia. The vocabulary and the paperwork differ, but the requirement underneath is the same: a real physical street address in the province, never a PO box.
For most remote and non-resident LP founders the practical need is one thing — a genuine physical address in Ontario or BC for the declaration or certificate, that also receives and scans the partnership's mail. That is exactly what a virtual business address does. Reserve a Toronto or Vancouver address before you file, so the same street address lands on the LP filing, the Business Number registration, and the partnership's bank paperwork without a single mismatch to fix later.
If your structure uses a corporation as the general partner, that corporation needs its own registered office sorted first — our guide to registered office vs records office vs head office covers what it has to carry. A limited partnership is one way to hold or run a business; a holding company is another — see holding company address in Canada. And if you ultimately decide an incorporated company is the better fit than a partnership, start with federal vs Ontario vs BC incorporation.