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Commentary

GST/HST on partnership draws

A June 30, 2005 Interpretation (RITS No. 57840) described a general partner of an investment partnership who held Class B units which participated in partnership profits or losses pro rata (based on the number of units) with the Class A units of limited partners and who also was entitled pursuant to the limited partnership agreement to receive a fee, calculated as a percentage of the net asset value of the partnership, in consideration for the services it provided to the partnership. ... Whether partner draws must vary with profits In Lindley & Banks on Partnership, 17th edition, 1995, para. 10-70, there was a statement that where, on the true construction of a partnership deed, a junior partner's salary is payable only out of profits, he will be respected as a partner, whereas if the agreement may be construed as providing for a guaranteed salary as well as an indemnity against losses, then "the supposed 'partner' will, it is conceived, be no more than an employee of the firm". ... Clyde & Co LLP. Similar to the English law before these decisions, there are sparse indications in the Canadian jurisprudence that a failure to share in profits is an important, and perhaps even critical, consideration pointing to such person not being a partner. ...