The Appeal of the Limited Partnership

3778 WordsJun 28, 201016 Pages
The Appeal of the Limited Partnership “Flow Through Vehicle” in First Nation Venture Structuring Presented by: Malcolm P. MacPherson Barrister & Solicitor Principal | Vancouver Business Law ▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀▀ Suite 1200 - 543 Granville Street Vancouver, BC, V6C 1X8 Tel: 604.629.8904 Cell: 604.928.4202 Fax: 604.629.8523 Email: mpm@vancouverbusinesslaw.ca Website: www.vancouverbusinesslaw.ca 1. Introduction 1.01 General Overview In British Columbia, there are three forms of partnership that may be entered into, namely: general partnerships, limited partnerships, and limited liability partnerships. For today’s purposes, I will focus on the limited partnership, which is less commonly used than the corporation…show more content…
It is worth spending a few moments discussing the role of the certificate of partnership in the limited partnership. This is because the certificate of partnership sets out contributions which are to be made by limited partners pursuant to the limited partnership. As it happens, the liability of a limited partner is limited by the amount of their contribution set out in the partnership certificate, and not, as one might expect, in accord with the actual amount of their contribution. Accordingly, the liability of a limited partner for the obligations of the partnership will be limited to the contribution made or agreed to be made by the limited partner pursuant to what is actually set out in the certificate of partnership. So, for example, in the event the partnership incurs significant liability, if a limited partner contributes more money than what is set out in the certificate of partnership, then this partner will be liable for that amount in excess of the stated amount on the certificate of partnership. Similarly, if the partnership incurs significant liability, and if a limited partner has not yet fully invested their contribution set out in the certificate of partnership, this limited partner will be liable to the creditors of the partnership for that portion of the unfunded contribution. As a
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