Limited liability partnership (LLP) in Quebec: understanding everything
What an LLP is
A limited liability partnership (société en nom collectif à responsabilité limitée, SENCRL) is a general partnership in which a partner is not personally liable for obligations arising from the professional faults of the other partners or of employees they do not supervise (Professional Code, s. 187.14 and arts. 2188 and 2221 C.C.Q.).
Who can use it
In Quebec, the LLP is reserved for members of professional orders whose regulations authorize it: lawyers, notaries, accountants (CPA), engineers, architects, among others. Each order sets conditions, notably mandatory professional liability insurance.
Liability
- each partner remains liable for their own professional faults and those of persons under their direct supervision;
- partners remain solidarily liable for the ordinary debts of the partnership (rent, suppliers, loans) once its property is exhausted;
- the name must include “SENCRL” or “LLP”.
Formation and taxation
A written partnership agreement, a declaration of registration with the Registraire des entreprises indicating the LLP form, and a declaration to the professional order. As with any partnership, income is taxed in the hands of each partner. Many professionals compare the LLP with practising through a professional corporation.
