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I live in Canada, what language for the PACT? See details for what I put.

Given I expect to be raising from LPs from Canada and USA: "The undersigned understands that the Offering is being made without registration under any securities law in any jurisdiction, including the Securities Act of 1933 (the “Securities Act USA”), as amended, or any securities law of any state of the United States. And including in Ontario, Canada, without registration under the Securities Act, R.S.O. 1990, c.S5 (the "Securities Act ON").  The Offering is being made only to accredited investors as defined in the Securities Act ON and Securities Act USA (or in the applicable jurisdiction). [[management_company]] acknowledge that different jurisdictions have differing definitions of 'accredited/sophisticated investor' and is respecting the regulated requirements in the applicable jurisdictions." Please provide feedback or approve.

Top answer:

The PACT is a non-binding agreement, and, before any entities are formed, the jurisdiction does not matter, since there is no underlying entity to bind the agreement to. In general, it can be any jurisdiction, as the agreement is non-bin...

3

Canadian Domicile in the US

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.)

Top answer:

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 yo...