FORMS OF BUSINESS
- Operated by one individual
- If carried on by the individual in its own name- no registration
If carried on by the individual in other names- required to register under the Ontario business
- Responsible for everything-management and all contracts and licencing ( vendors licence,
dealers licence), certificate for sales tax (GST)
- If the employee under the proprietor commits tort- employer is vicariously liable for all liabilities
- Pay his own incometax
- From liability side- worst possible business- because a sole proprietor is liable for all contracts,
income tax, retail sales tax, GST.
And a judgement can be enforced against the proprietor
- two or more individuals carrying on a business for a common profit (make money)
- Governed by the Ontario partnership act
- Partnership act is a general statute applying to all cases where there is no agreement between
the partners, which is called the partnership agreement- it sets out the requirement, methods of
But all of these can be superseded by the partnership act.
- Usually unless otherwise stated in the partnership agreement, dissolves by the death of the
partner, insolvency of the partner.
- Sometimes partnership can come to an end when a partner charges the partnership as a second
- Majority of the provisions can be over written by the partnership act, specially in the case where
there is no agreement between the partners.
a. General partnership- one partner can bind the other partners in the partnership to the debt,
liability or tort committed
No requirement to be registered under the business name act
A general partnership cannot sue or defend against a partnership name unless registered. In
which case, the plaintiff can sue against all the partners individually
There is two forms of liability-
Joint and several there are 3 partners in the firm A, B and C and the firm is indebted
by contract to D who wants to sue . D can sue C alone for 300,000 , or B or C alone,
Alternatively by BC, CA, or AB. Or by all together.
Joint means that each partner is liable for the whole amount, so that the plaintiff
can sue one, a few or all partners. Only when it comes to tort, by employee or partner, where there is a matter of
omission or act, the partners are jointly and severally liable.
However in the case of debts and obligations(contracts), they can be jointly liable.-
each partner is jointly liable for the amount.
By-self provision: where one partner can buy out the other ( this could be provided
in the partnership agreement).
b. A limited partnership: an investment vehicle by one individual.
Where one partner ( limited partner) invest capital in the business and does not get involved
in any form in the business, he can be liable to the amount invested by the limited partner
The other is the general partner who runs the business and is responsible for all liabilities.
When judgement is passed , only the general partner can be enforced against.
In order to be limited partnership to be created-
~ Must be registered under the government.
~ There must be a limited partnership agreement.
c. Limited liability partnership- two partnership rolled into one
For debts, obligation and contracts, it is a general partnership. The action of one can bind
For torts, specifically negligence- only the partner who has the liability is liable for the act.
There is a list of professionals who can form LLP-
~Professional must be listed in the act
~They must register with the government
~There must be limited liability partnership agreement.
Failure of the last two, fails to protect the partners.
Management is shared, liability can be shared.
d. Corporations- principally creat