Navigating GPLP Structures in Real Estate: Protection & Financing Tips

Update: 2024-11-24

Description

In this episode of the Wisdom Lifestyle Money Show, host Scott Dillingham interviews Milena Cardinal, a real estate lawyer and founder of Cardinal Law Professional Corporation in Cornwall, Ontario. They dive into the essentials of bare trusts and GPLP (General Partner Limited Partner) structures, explaining how these tools help real estate investors navigate complex partnerships. Milena breaks down bare trusts as simple agreements that separate registered and beneficial ownership, often used in joint ventures or family setups to protect assets while allowing flexibility in financing. Scott shares insights on how bare trusts enable clients to access more lenders by closing deals in personal names before transferring to entities, emphasizing the importance of working with investor-focused professionals to avoid pitfalls.

Transitioning to GPLPs, the duo discusses limited partnerships as a way to limit liability for passive investors while placing responsibility on the general partner. Milena highlights real-world applications, such as using nominee corporations to hold properties in trust for the partnership, and stresses vetting general partners thoroughly to mitigate risks like poor project management or unqualified leadership. They explore financing challenges, with Scott noting that residential mortgages often require all parties to qualify, while commercial options—available even for single-family homes—welcome GPLP structures but may involve higher rates (e.g., 5.29% vs. 4.89% in recent examples) and fees. As of November 2025, Ontario's real estate market remains stable amid economic shifts, with no major regulatory changes to GPLP setups reported, though investors should consult updated CRA guidelines on trusts for tax implications.

The episode offers practical advice for scaling investments, from deciding when a GPLP makes sense (typically for large multifamily or development projects) to setup timelines (often 2-3 weeks for documentation, plus lender approval). Milena warns against overly complex agreements that deter investors and recommends pre-vetting documents for smoother capital raising. Scott and Milena underscore the value of collaborative teams—lawyers, brokers, and accountants—to de-risk deals and ensure long-term success in Ontario's competitive market.

Key Takeaways

Bare Trusts Explained: Simple contracts separating registered and beneficial ownership, ideal for joint ventures or family partnerships to enable flexible financing without full entity setup upfront.
GPLP Basics and Benefits: Limited partnerships protect passive investors (LPs) from liability while the general partner (GP) handles management; best for shielding capital providers in high-stakes projects.
Investor Risks to Avoid: Poor documentation, unvetted GPs, or mismatched structures can lead to liability exposure or project failure; always use investor-specialized lawyers to simplify agreements and pre-vet for passive partners.
Financing Residential vs. Commercial: Residential requires all parties to qualify, limiting options; commercial underwriting focuses on property cash flow (e.g., debt coverage ratios), welcoming GPLPs but with potential 0.5% higher rates and fees as seen in 2025.
When to Use GPLP Structures: Suited for large developments or multifamily properties raising significant equity; not ideal for small deals like duplexes—opt for JVs or corporations instead for cost efficiency.
Setup and Mindset Tips: Expect 2-3 weeks for GPLP creation, including GP corporations and subscriptions; foster collaboration among your team to streamline processes and adapt to investor needs for successful outcomes.

Links to Show References

Milena Cardinal's Contact: Phone - (613) 935-5919; Email - info@cardinallaw.ca; Website - cardinallaw.ca; Facebook - facebook.com/Cardinallaw
LendCity Mortgages (for Financing Guidance): lendcity.ca
Cardinal Law Office: Visit at 217 Adolphus St., Cornwall, Ontario for consultations