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Can an LLP be Considered a Pass-Through Entity in Japan?

black and white mountain over yellow white and blue sky 46253 - Can an LLP be Considered a Pass-Through Entity in Japan?

There has been some recent discussion as to whether a Delaware Limited Liability Partnership (LLP) should be treated as a pass-through entity or not.  If it is treated as a pass-through entity, income or loss derived from the LLP must be included in the Japanese taxable income calculation.

Currently, as of May 2018, a Delaware LLP is regarded as a pass-through entity in Japan.

There have been several contradicting rulings by Japanese courts, but in 2017 the Japanese Supreme Court made the decisive ruling that a Delaware limited partnership is a corporation

Then, after strong criticism and the change in the tax law that limits loss from partnership for passive members, the National Tax Agency announced a memo in “English” saying that

a Delaware limited partnership is fiscally transparent. (It is rare to make its official announcement not in Japanese. Some people think that it would be too embarrassing for Supreme Court if NTA denies their ruling in Japanese.)

Now we have the conclusion here. An LLP can be treated as a pass-through entity.