|
|
Limited Liability Partnerships
Determine if you Need a Limited Liability Partnership
One of the important decisions you need to make about your practice is how you want to structure your business. CA firms can be structured in a number of ways, including:
-
Sole Proprietorship - either as an individual or in a cost-sharing relationship with others;
-
Partnership with Other CAs
-
Limited Liability Partnership
-
Corporation
-
Partnership of Corporations
If you would like information on the differences between these types of business structures, visit the Business Organization section of our Small Practitioners Toolkit at
www.ica.bc.ca/practitioners_toolkit/set-step02information_and_tools.php#professional.
If you choose to organize your firm as a Limited Liability Partnership (LLP) (including an Extra-provincial LLP), you will be required to obtain authorisation from the Institute before the firm will be permitted by the Registrar of Companies to register as an LLP under Part 6 of the British Columbia Partnership Act. You will also be required to comply with other applicable requirements under Part 6 of the Partnership Act.
If you would like to apply for authorisation to register your firm as an LLP, visit Process of Applying for Authorisation for Limited Liability Partnership Status.
return to top
Permissible Names for Limited Liability Partnerships
Our rules governing permissible names for a Limited Liability Partnerships (LLP) are the same as those for permissible practice names as set out in Rule of Professional Conduct 401 and Council Interpretations of the Rules of Professional Conduct 401/1 - 401/9. The name must also comply with the applicable requirements for business names of LLPs under sections 100 and 118 of the Partnership Act. As such, the LLP name generally must be an approved name followed by “Limited Liability Partnership” or “LLP” (or the French language equivalents).
return to top
Other Obligations of Registering as a Limited Liability Partnership
Members are reminded that, in addition to any requirements established by the Institute, a Limited Liability Partnership (LLP) must comply with all applicable requirements under Part 6 of the BC Partnership Act. This includes the requirement under Section 107 of the Partnership Act for the firm to take reasonable steps, promptly after its registration as an LLP, to notify all of its existing clients in writing of the firm’s registration as an LLP and of the changes, resulting from that registration, in the liability of its partners.
Before registering as an LLP, a partnership should obtain legal advice about the effect of registration on the liability of partners, and applicable obligations resulting from registration under the Partnership Act.
If you have questions about the LLP application process, please contact Adelle Johns, Practice Review & Licensing Assistant.
return to top
Process of Applying for Authorisation for Limited Liability Partnership Status
In general, a partner of a licensed firm who is a member in good standing of the Institute is eligible to apply to the Institute under Bylaws 620 to 623 and Bylaw Regulation 623/1 for authorisation to make an application to the Registrar of Companies for registration of the firm as an LLP.
The following steps need to be completed by a partnership wishing to register as a Limited Liability Partnership (LLP) in BC. All forms required to complete the registration, except for the Institute’s Form 5: Application for Authorisation to Register as a Limited Liability Partnership, are available from the website of the British Columbia Ministry of Finance.
Applying for approval of a Limited Liability Partnership is a four-part process:
-
Reserve the proposed business name of the LLP with the Corporate Registry. In deciding what your proposed business name might be, please refer to Permissible Names for Limited Liability Partnerships. The Ministry of Finance, on its website, also provides guidelines for names that the Corporate Registry may consider acceptable. You should be aware that the Registrar may not necessarily approve a name where the suffix “Limited Liability Partnership” or “LLP” is simply added to your existing firm name.
-
A partner of the firm who is a member in good standing of the Institute must complete Form 5: Application for Authorisation to Register as a Limited Liability Partnership (Include a current copy of your professional liability insurance confirmation) and submit it to:
Tom Gillespie, Associate Director of Licensing
Institute of Chartered Accountants of British Columbia
Suite 500, One Bentall Centre
505 Burrard Street, Box 22
Vancouver, BC
V7X 1M4
-
Once your application has been received and it is determined to be complete, the Institute will provide written authorisation to the partnership to register as an LLP. This letter must accompany the partnership’s application for registration with the Corporate Registry.
-
Once the Registrar of Companies registers the partnership as an LLP, the applicant must forward to the Institute a copy of the registration statement issued by the Corporate Registry. Once this is received, the Institute will update its records to reflect the LLP status.
return to top
Limited Liability Partnership Application Forms
To apply for authorisation to register as a Limited Liability Partnership, you will be required to complete (in full) the following form:
return to top
Cancellation of a Limited Liability Partnership
In the event of the dissolution (or conversion into a sole proprietorship) of a partnership that is an LLP, or if the firm otherwise ceases to be registered as an LLP under the Partnership Act, please promptly notify the Institute in writing and forward to:
Tom Gillespie, Associate Director of Licensing
Institute of Chartered Accountants of British Columbia
Suite 500, One Bentall Centre
505 Burrard Street, Box 22
Vancouver, BC
V7X 1M4
Please include the following:
If you have questions about cancelling your LLP status, please contact Adelle Johns, Practice Review & Licensing Assistant.
return to top
|
