7 October 2011 Roundtable, 2011-0411911C6 F - Exploitation entreprise par SP -- summary under Section 96

Article 2186 of the CCQ defines a contract of partnership as "a contract by which the parties, in a spirit of cooperation, agree to carry on an activity, including the operation of an enterprise, to contribute thereto by combining property, knowledge or activities and to share any resulting pecuniary profits.” The CCQ, contrary to other provinces, thus does not require that there be a carrying on of a business for the partnership to exist. Does CRA agree? CRA responded:

[S]ection 8.1 of the Interpretation Act provides for the use of the applicable provincial law (either the civil law in Quebec, or the common law elsewhere in Canada) to determine the legal relationships for the purposes of applying a federal law that includes private law aspects.

…[F]or a partnership to exist in Quebec, there is no need for the carrying on of a business. However, since the question of the existence of a partnership is a question of mixed fact and law, it will be necessary to consider all relevant facts and legal documents pertaining to a particular situation.

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