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Canadian Domicile in the US

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Community Member
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Jun 07, 2023
One of my larger LPs can only invest in US entities, and my largest LP doesn't require but would prefer I domicile in Delaware. As a Canadian is that going to be an issue? Are there major tax issues I'll face? My wife is American, but not planned to be involved in the business (if that could help.)
1 answer
Accepted Answer
Jun 07, 2023
Hi Scott, unfortunately it is not ideal for you as a Canadian to domicile your entities in the US. The reason being is that Canada does not recognize US LLC's as an entity type. You end up getting hit at a much higher tax rate on both your management fee income and any carry as it would get hit at a corporate tax rate and again when you take a distribution.
Hmmm is there a situation that I could create a US Corp for the US investors that then invests in the Canadian Fund? The US Investor said that the fund could invest outside of the US, it was their direct investment that had to go to a US corp.
Community Member
Jun 07, 2023 11:35pm
We're not Tax advisors Scot and we strongly recommend that you do not try to advise your LP on their tax situation. The Ontario fund structure is favorable for American LPs, so consider pushing back on this.
Jun 07, 2023 11:56pm
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