Register a limited partnership

A limited partnership consists of 1 or more general partners, with unlimited liability. This partnership also includes 1 or more limited partners with limited liability. These partners are sometimes referred to as “silent partners”.

A limited partner usually contributes financially. Other than this, the limited partner usually isn’t involved in operating the business. This type of partnership is formed by filing a certificate with the regulator. This is required by Yukon’s Partnership and Business Names Act.

The name of a limited partnership must end with the words “Limited Partnership” in full. If the name is in French, the same rule applies.

Guidelines on choosing name

• The minimum length of name is 5 characters.
• The maximum length of name is 120 characters.
• The name must have more letters than the total number of other characters in the name.
• Obscene or objectionable names are not allowed.
• Names must not mislead.
• Names must not be identical to another organization.

Names that need consent:

• Names that suggest government affiliation such as Government of Yukon or a Yukon First Nation.
• Names that suggest academic or technical affiliation such as university or college.
• Names that suggest teaching of a trade such as a school, institute or academy.
• Names such as accountant, dentist, engineer, or private investigator.
• Names that suggest regulated financial business.

See the full list of naming guidelines in the Naming Regulation.

To obtain a certificate of name reservation, you must submit the following to our office:

• submit Form 1 ‒ Application for name reservation;
• pay the $60 fee; or
• complete the name reservation on the Yukon Corporate Online Registry (YCOR) and pay $40 by credit card.

The proposed name has to follow the requirements of the Naming Regulation. If the name does this, we'll issue a certificate of name reservation. This is valid for 90 days. The process can take up to 5 business days.

The certificate of name reservation is valid for a period of 90 days. Within the 90 days, you can proceed to complete the required documents.

Submit your application by the expiration date on the certificate. If you miss this date, you'll have to:

• resubmit an application for name reservation; and
• pay the $60 in-person or $40 online fee again.

Download and complete Form 1 ‒ Notice of registered office of limited partnership.

How to fill out the form

The information you provide on the form must be legible. Also make sure to complete each section.

Section 1: Name of limited partnership

The name must match the name appearing on the certificate of name reservation

Section 2: Registered office in Yukon

A limited partnership must have a registered office in Yukon. Include the delivery and mailing addresses.

“Delivery address” refers to a physical location. Include an address or other description to identify a person’s home or place of business. This does not include a post office box.

“Mailing address” refers to where you send mail. Include a complete mailing address, including the postal code. This address can be a person’s home, place of business or post office box.

Section 3: Names and signatures

Include the names and signatures of all general partners. List partners who are individuals and who are entities.

If the partner is an individual include:

• last name; and
• first name.

Sign and date the form.

If the partner is an entity, include:

• the name of the entity;
• its Yukon registry number (the entity must be registered); and
• first name, last name and title of individual signing for general partner.

Sign and date the form.

Include copy of certificate of limited partnership

Attach the certificate of the limited partnership. Ensure the certificate is signed by each person who is a general partner. This is the partners who were included when the partnership was formed.

Include on the certificate

The certificate of limited partnership must state the following:

• the business name under which the business of the limited partnership is to be conducted;
• the general nature of the business carried on or intended to be carried on;
• the full name and residence address of each general partner. In the case of a general partner other than an individual, include the name and address in Yukon;
• the length of time the limited partnership will exist;
• the combined amount of cash and the nature and fair value of any other property that will be contributed to the partnership by all limited partners;
• the combined amount of other contributions limited partners agree to. This would also include the times and, or events where the added contributions would be made; and
• the basis on which limited partners are to be entitled to share profits or receive other compensation by way of income on their contributions.

Provisions to include

If the partnership agreement contains provisions respecting any of the following matters, the certificate must also contain the same provisions respecting the following:

• the times when contributions of limited partners are to be returned;
• the right of a limited partner to substitute an assignee or contributor in their place, and the terms and conditions of the substitution;
• the right to admit additional limited partners;
• the extent to which 1 or more of the limited partners has greater rights than the others;
• the right of a remaining general partner to continue the business on the bankruptcy, death, retirement, mental incompetence, or dissolution of a general partner;
• the right of a limited partner to demand and receive property other than cash in return for their contribution; and
• the right of the limited partners or any of them to admit an additional general partner to the partnership or to permit or require a general partner to retire from the partnership.

Submit your documents and pay your fees

After the form is completed, submit it along with the fee. The cost of filing an application for registration of limited partnership is $300.

How to pay

You can pay by:

• cheque;
• credit card;
• cash; or
• debit card.

Cheque

Provide a cheque in the appropriate amount made out to Government of Yukon.

Credit card

We accept Visa, Master Card and American Express payment at the office. If you send your documents by fax, email or mail, provide a phone number where we can reach you. This is so you can give us your credit card information.

Cash or debit

Payment in cash or with a debit card can only be made in person at our office: 307 Black Street, 1st floor

Deliver your documents to us

You can drop off forms at our office or in our secure drop box in the lobby.

When you put your forms in our secure drop box, you can include:

• cash;
• cheque; or
• a payment information form to contact you for credit card payments.

Submit your documents by mail, fax or email

Our offices are open Monday to Friday from 8:30 a.m. to 4:30 p.m.

Phone: 867-667-5314, or toll free in Yukon 1-800-661-0408, extension 5314

Fax: 867-393-6251

Email: corporateaffairs@yukon.ca

Mail:

Government of Yukon
Corporate Affairs (C-6)
Box 2703,
Whitehorse, Yukon Y1A 2C6

Processing time

After we've accepted and filed all your documents, you'll receive a confirmation. The limited partnership comes into existence on the date of filing. The process can take up to 5 business days.

Legal advice

Staff at Corporate Affairs cannot provide any interpretation of legislation or operational advice of any sort regarding:

• business corporations;
• sole proprietorships;
• partnerships;
• cooperative associations; or
• societies.

If you need advice, talk with a professional such as a lawyer or an accountant.

Our staff cannot provide legal advice or services. For legal matters, contact a lawyer or phone the Yukon Law Line: 867-668-5297, toll free 1-866-667-4305

Business identifier numbers and taxes

For information about business identifier numbers, taxes and charitable status, visit the Canada Revenue Agency.

Business licences

For information about business licences, contact the City of Whitehorse 867- 668-8346 or email adminbuilding@whitehorse.ca.