CRA rules that the domestication of an exempted Bermuda limited partnership under the DRULPA does not entail dispositions or the creation of a corporation

CRA ruled that the “domestication” of an exempted Bermuda limited partnership to become a limited partnership governed by the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) did not entail a disposition by the partnership of its property or by the members of their partnership interests, notwithstanding that the partnership did not have separate legal personality under Bermuda law, and acquired such personality under the DRULPA.

CRA accepted a representation that the partnership activity (of holding shares of subsidiaries) was carried on in common with a view to a profit and that the partnership was considered a partnership for purposes of the Act prior to the domestication transaction, and ruled that following the domestication, the partnership will be treated as a partnership for purposes of the Act. This suggests that a limited partnership governed by the DRULPA is a partnership rather than a corporation (see also 2006-0216451I7 F).

Neal Armstrong. Summaries of 2023 Ruling 2022-0950461R3 under s. 248(1) – disposition and s. 96.