Canada Limited Partnership, L.P. Registration

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Canada Limited Partnership, L.P. Registration

More than registration
These are opportunities and growth

Canada is a self-governing British dominion located in North America, from the Pacific coast in the east to the Atlantic coast in the west.

Territory - 9,976,140 sq. km
Population - 3,592,125 inhabitants (July 2001)
Religion - Catholics 42%, Protestants 40%, other religions 18%
Official languages - English and French
Administrative division - 10 provinces and 3 territories: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, Yukon Territory
Political structure - parliamentary confederation
Legislation is based on British common law (except the province of Quebec)
Currency - Canadian dollar

Company law

Federal corporations are governed by the Canada Business Corporations Act, R.S.C. 1985, c. C-44; companies formed at provincial and territorial level are regulated by the relevant provincial or territorial legislation. At present, one of the most convenient forms for international business is the Canadian L.P. partnership with offshore founders, which does not conduct commercial activities in Canada, does not receive income in Canada and has not opened accounts with Canadian banks - such a partnership is not subject to taxation. A Canadian L.P. company is not treated in Canada as a separate taxable entity; taxes on profits received by the Canadian L.P. are paid by its founders. If the founders include tax-free companies registered in offshore jurisdictions, taxes are also not payable in the country of registration of the founders of the Canadian company. As a result, you receive a company in a prestigious jurisdiction that does not pay taxes and at the same time allows full international business activity in any country. As a rule, opening an account with one of the banks in Europe is recommended.

Company type

Sole proprietor
Limited Partnership L.P. Partnership
Company

Permitted activities

Any activity not prohibited by law. A special licence is required for banking, insurance and reinsurance, and trust services.

Prohibited activities

No.

Registration time

On average 14 working days from the time all required documents are provided.

Possibility to purchase ready-made companies

The law does not prohibit purchase of already registered companies.

Company name

It must not be identical or similar to an already registered name.
The name must end with the word “Limited” or “Ltd”. The words “Chamber of Commerce”, “Cooperative”, “Credit Union”, “Group”, “Holding”, “Royal”, "Imperial", "National", "State" may not be used.

Documents required for registration

Memorandum of Association, Articles and incorporation agreement of the company (Memorandum & Arcticles), NUANS certificate of authenticity, minutes of the first shareholders’ meeting

Registered address

Provided by the registered agent and must be located within the administrative territory of the jurisdiction. Used only to receive postal correspondence from government authorities.

Company share capital

The authorized capital of the company is declared; there are no requirements for mandatory payment or for a minimum or maximum amount.

Proposed authorized capital

10000 CD€, divided into 10000 shares with a par value of 1 CD€

Shares

Only registered shares with par value are issued (shares without par value and bearer shares are not permitted).

Shareholders

Shareholders of the company may be legal entities or individuals resident in any country of the world. The minimum number of shareholders is one.

Directors

Directors of the company may be legal entities or individuals resident in any country of the world. The minimum number is one director, vested with all powers except those within the exclusive competence of shareholders (determined by the memorandum, articles of the company and/or law).

Shareholder/director meetings

Shareholders’ meetings must be held annually, within six months following the end of the financial year. Directors’ meetings may be held anywhere unless otherwise specified in the articles. Minutes of shareholders’ meetings and the register of shareholders are kept at the registered office.

Financial accounting requirements

Every company conducting commercial activities must maintain current accounting records capable of showing all transactions carried out by the company during one financial year. Requirements for deadlines and forms of reporting vary depending on conditions imposed by local authorities. Companies owned by business immigrants must provide an auditor’s report.

Information available on request by third parties

Names and addresses of directors and shareholders, legal address, memorandum, articles and incorporation agreement of the company (Memorandum & Arcticles), creditors’ claims

Taxation

The tax system in Canada has two levels of taxation - federal and provincial
Federal tax system charges corporate tax on enterprises’ net income at a rate of 28%. The long-term economic development plan includes the idea of reducing the rate to 21% by 2005 (excluding income of portfolio investors). Tax on dividends received from equity participation of a private company in the capital of other enterprises is 33 and 1/3%, provided that the share does not exceed 10% of the total issue. Two thirds of the total capital gain of a corporation are included in taxable income.

Provincial tax system charges its own share of the total net income of enterprises (added to the federal rate of 28%) and varies by territory from 2.5% to 17%.

Corporate income tax
Province/Territory Basic rate (%) Rate for manufacturers (%) Small business rate (%)
Alberta
15.5
14.5
6
British Columbia
16.5
16.5
10
Manitoba
17
17
9
New Brunswick
17
17
4,5
Newfoundland
14
5
5
Northwest Territories
14
14
5
Nova Scotia
16
16
5
Ontario
15.5
13.5
9.5
Prince Edward Island
15
7.5
7.5
Quebec
16.25
8.9
5.75
Saskatchewan
17
17
8
Yukon
15
2.5
6

Company bank accounts

The law does not restrict the company in its choice of banks or the countries where they are located, or the total number of accounts required for its own business needs. The law protects the confidentiality of information about the company's banking operations.

Double taxation avoidance agreements

Signed with 62 countries of the world