Document ID: chunk:federal_register_of_legislation:C2025C00014:section:94d:p1
Version: federal_register_of_legislation:C2025C00014
Segment Type: section
Provision Reference: s 94D (pt 1/2)
Character Range: 617297–619927

94D  Corporate limited partnerships
 (1) For the purposes of this Division, a limited partnership is a corporate limited partnership in relation to a year of income of the partnership if:
 (a) the year of income is the 1995‑96 year of income or a later year of income; or
 (b) the partnership was formed on or after 19 August 1992; or
 (c) both:
 (i) the partnership was formed before 19 August 1992; and
 (ii) the partnership does not pass the continuity of business test set out in section 94E; or
 (d) all of the following apply:
 (i) the partnership was formed before 19 August 1992;
 (ii) a change in the composition of the partnership occurs during the period:
 (A) beginning on 19 August 1992; and
 (B) ending at the end of the year of income;
 (iii) the partners do not elect, in accordance with section 94F, that the partnership is not to be treated as a corporate limited partnership in relation to the year of income.
 (2) However, a partnership that is a VCLP, an ESVCLP, an AFOF or a venture capital management partnership cannot be a corporate limited partnership.
Note 1: This subsection can apply without the partnership meeting the applicable registration requirements under the Venture Capital Act 2002. It must be registered under that Act in order to be a VCLP, an ESVCLP or an AFOF, but it is possible for it to remain registered while the requirements are not met.
Note 2: VCLPs, ESVCLPs, AFOFs and VCMPs are taxed as ordinary partnerships under Division 5.
Note 3: If the partnership's registration as a VCLP, ESVCLP or AFOF is unconditional, some partners' share in capital gains and losses from CGT events relating to some investments may be disregarded: see Subdivision 118‑F of the Income Tax Assessment Act 1997.
 (3) A venture capital management partnership is a limited partnership that:
 (a) is a general partner of one or more of the following:
 (i) one or more VCLPs;
 (ia) one or more ESVCLPs;
 (ii) one or more AFOFs; and
 (b) only carries on activities that are related to being such a general partner.
A limited partnership ceases to be a venture capital management partnership if it ceases to meet the requirements of paragraphs (a) and (b).
Note: In this Act, the term "venture capital management partnership" is usually abbreviated to "VCMP".
 (4) The place of residence of a VCMP is the place at which the partnership has its central management and control.
 (5) A limited partnership that is a foreign hybrid limited partnership in relation to a year of income because of subsection 830‑10(1) of the Income Tax Assessment Act 1997 is not a corporate limited partnership in relation to the