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Co-Developing a Multiplex on Your Lot in Metro Vancouver: How a Limited Partnership Works and Who Carries Which Risk

By Costar Construction

Frequently asked questions

What is a co-development for a multiplex in Vancouver?

It is an arrangement where a homeowner and a builder or developer form a business together to build a multiplex on the homeowner's lot. In the REW video, Louis Nguyen, Costar's Director of Sales, describes Costar's version: the homeowner and Costar form a limited partnership, the homeowner is the limited partner and Costar is the general partner. The details of any one deal are set in its own written partnership agreement.

What is the difference between a general partner and a limited partner in BC?

Under Part 3 of BC's Partnership Act, a general partner runs the business and has the liabilities of an ordinary partner, which the Province describes as liabilities that are not limited. A limited partner is liable for the partnership's debts only up to the money or property they put in or agreed to put in. A limited partner who takes part in managing the business can become liable as a general partner.

Can I put my house and lot into a limited partnership instead of cash?

Yes. Section 55 of the Partnership Act says a limited partner may contribute money and other property, but not services. The certificate filed with the BC registrar must state the nature and fair value of any property the limited partners contribute. Have your own lawyer explain what happens to the title of your land when it goes into the partnership.

If my Vancouver lot goes into a limited partnership, can I lose it?

Section 57 of the Partnership Act limits a limited partner's liability to the amount of property they contribute or agree to contribute. If your land is your contribution, the land is the amount at risk under that section. Ask your lawyer how the partnership agreement and any construction loan treat the land if the project runs into money trouble.

Will I get a unit back, or cash, when a multiplex limited partnership ends?

Cash, unless the certificate or the agreement says otherwise. Section 62 of the Partnership Act says a limited partner can only demand cash for their contribution, unless the certificate says otherwise or all the partners agree to another way. If you want a finished home in the multiplex, make sure the documents say so in writing.

How do I register a limited partnership in BC?

The general partners sign a certificate, the Declaration for British Columbia Limited Partnership, and file it with BC Registries. The Province's page lists the registration fee as 165 dollars and a name request as 30 dollars, and says the filing is on paper only. The partnership is formed when the certificate is filed, and its name must end with the words Limited Partnership.

Can a limited partner in a Vancouver multiplex project see the books?

Yes. Section 58 of the Partnership Act gives a limited partner the same right as a general partner to inspect and copy the partnership's books at all times, and to receive true and full information about everything that affects the partnership when they ask. The partnership must also keep a copy of the agreement and certificate at its registered office in BC.

What happens to the partnership if the general partner goes bankrupt?

Section 67 of the Partnership Act says the bankruptcy, retirement, death, mental incompetence or dissolution of a general partner ends the limited partnership, unless the remaining general partners continue the business under a right in the certificate or with the consent of all remaining partners. Ask how your agreement plans for this before you sign.

Do I need my own lawyer for a multiplex co-development in Vancouver?

We recommend it for every co-development. The Province's own page on partnerships suggests getting advice from a chartered professional accountant or lawyer before setting up a business. Your lawyer and accountant work for you alone, which matters when the other partner is the builder. Ask for that advice before you sign anything.

Sources

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