The Appeal of the Limited Partnership

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The Appeal of the Limited Partnership “Flow Through Vehicle” in First Nation Venture Structuring

Presented by:
Malcolm P. MacPherson
Barrister & Solicitor
Principal | Vancouver Business Law
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1.01General Overview
In British Columbia, there are three forms of partnership that may be entered into, namely: general partnerships, limited partnerships, and limited liability partnerships. For today’s purposes, I will focus on the limited partnership, which is less commonly used than the corporation or general partnerships, but which has become increasingly popular in the structuring of business transactions for First Nation communities owing to certain unique characteristics which we will discuss. For the purposes of today’s discussion, references to the “Act” refer to Part 3 of the Partnership Act, R.S.B.C. 1996, the section which deals with limited partnership provisions and requirements. 1.02Legislative Beginnings

Limited partnerships first appeared in England in 1860 pursuant to the Bovill’s Act, 28 & 29 Vict., c.26. This said, the Limited Partnerhips Act, 1907 (7 Edw. 7, c.24) did not come into force in England until 1907. Notwithstanding their long history, limited partnerships remained relatively rare in common law jurisdictions until the early 1980s when they began to be used more frequently to take advantage of the favourable tax treatment available in certain transactions. Today, limited partnerships are most often employed for raising capital and for their tax benefits. The BC Partnership Act, Consolidated Acts of B.C. 1888, c. 92, was one of the earliest pieces of Canadian legislation to recognize the limited partnership. Every Canadian province and territory has now enacted legislation recognizing the...
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