When asked as to the entity classification of a Luxembourg limited partnership (société en commandite simple (SCS)) or special limited partnership (société en commandite spéciale (SCSp)), CRA (without wishing to respond definitively to this question) noted:
- The fact that a société en commandite simple has separate legal personality under the commercial law of Luxembourg is not determinative.
- CRA has viewed a société en commandite simple in France as a partnership, irrespective of whether it has irrevocably elected to be taxed as a corporation in France – and similarly, the recent enactment of reverse hybrid rules in Luxembourg would not be determinative.
- The Directorate will shortly be publishing an opinion that sociétés en commandite simple formed in Ivory Coast and Gabon most closely resembled a partnership under “Canadian law” notwithstanding their separate legal personality, given the unlimited liability of the general partner, as well as other characteristics.
- Because Gabon and Ivory Coast are civil law jurisdictions, it was considered appropriate to compare the characteristics of such entities to those of partnerships formed under the Civil Code of Quebec.