Ontario LLP partners are limited partners subject to the negative ACB rule

2006 amendments to Ontario’s Partnership Act changed the liability protection for partners of LLPs from partial-shield protection (protection only from the negligence of another partner or an employee) to full-shield protection (generally protection against all but the partner’s own professional negligence or misconduct). This change had the effect of rendering partners of such LLPs as a “limited partners” under the s. 40(3.14) definition thereof, so that they are now subject to the s. 40(3.1) negative ACB rule. However, as members of a professional partnership, they benefit from the rule in s. 40(3.11)(B)(c), which allows current-year income to be included in their partnership interest ACB calculated for the year.

Neal Armstrong. Summary of Lorenzo Bonanno and Guy Buckley, "Limited Liability Partnerships," Canadian Tax Highlights, Vol. 25, No. 2, February 2017, p. 7 under s. 40(3.14).