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 of an SCS having separate legal personality under Luxembourg law is not determinative.
- CRA has viewed a French société en commandite simple 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 a société en commandite simple formed in Ivory Coast and Gabon most closely resembled a partnership under “Canadian law” (being the Quebec Civil Code given that the Ivory Coast and Gabon are civil law jurisdictions) notwithstanding its separate legal personality, given the unlimited liability of the general partner, as well as other characteristics.