Limited Liability Partnerships

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. CPA firms can be structured in a number of ways, including:

  • Sole Proprietorship  
  • Partnership with other CPA’s 
  • Limited Liability Partnership 
  • Corporation 
  • Partnership of Corporations 

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 CPABC 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.

Permissible Names for Limited Liability Partnerships

Rules governing permissible names for a Limited Liability Partnerships (LLP) are the same as those for permissible practice names as set out in CPA Code of Professional Conduct Rule 401.  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”.

Other Obligations of Registering as a Limited Liability Partnership

Members are reminded that, in addition to any requirements established by CPABC, 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 Kate Talmage, Public Practice Coordinator.

Process of Applying for Authorization for Limited Liability Partnership Status

In general, a partner of a licensed firm who is a member in good standing of CPABC is eligible to apply to CPABC under CPABC Bylaw 907  and Bylaw Regulation 907/1 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 CPABC’s Form 5: Application for Statement of Approval of LLP Registration, 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

  1. The firm must obtain approval from CPABC to make any change to an existing firm name, including adding/removing commas or periods. Complete Form 1: Application for Approval of Firm Name Change. 
     
  2. 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.
     
  3. A partner of the firm who is a member in good standing of CPABC must complete Form 5: Application for Statement of Approval of LLP Registration  and attach a current copy of your professional liability insurance confirmation and submit it to:

    Kate Talmage,     Public Practice Coordinator
    Chartered Professional Accountants of British Columbia
    #800-555 West Hastings Street, Vancouver, BC V6B 4N6

    You may email the documents to Kate Talmage at ktalmage@bccpa.ca or fax them to Kate Talmage’s attention at 604-732-1239.
  4. Once your application has been received and it is determined to be complete, CPABC will provide written authorization to the partnership to register as an LLP.  This letter must accompany the partnership’s application for registration with the Corporate Registry.
     
  5. Once the Registrar of Companies registers the partnership as an LLP, the applicant must forward to CPABC a copy of the registration statement issued by the Corporate Registry.  Once this is received, CPABC will update its records to reflect the LLP status.

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 CPABC in writing and forward to:

Kate Talmage, Public Practice Coordinator
Chartered Professional Accountants of British Columbia
#800-555 West Hastings Street, Vancouver, BC V6B 4N6

Please include the following:

If you have questions about cancelling your LLP status, please contact Kate Talmage, Public Practice Coordinator