How would a U.S. limited liability limited partnership ("LLLP") be characterized, e.g., one where the governing law does not require there to be a general partner who is liable for the partnership debts? CRA referred to Backman and then referred to its two-step approach (see ITTN, No. 38), stating:
[T]o determine the status of an entity for Canadian tax purposes, we would:
1) Examine the characteristics of the foreign business association under foreign commercial law and any other relevant documents, such as the partnership agreement or other contracts; and
2) Compare these characteristics with those of recognized categories of business associations under Canadian commercial law in order to classify the foreign business association under one of those categories.
The CRA would consider the classification of an LLLP in the context of an advance income tax ruling. Taxpayers should include with their request a complete description of the characteristics of the LLLP, their analysis as to its proper classification, a copy of the legislation under which the LLLP is to be created, and any other relevant documents, such as the partnership agreement or other contracts. [See also 2012-0463021C6.]