SecProbe.io

January 30, 2020
Sachin Shah
Chief Executive Officer
Brookfield Renewable Corporation
250 Vesey Street, 15th Floor
New York, New York 10281-1023
Re:Brookfield Renewable Corporation
Brookfield Renewable Partners L.P.
Amendment No. 1 to Registration Statement on Form F-1
Filed January 17, 2020
File No. 333-234614
Dear Mr. Shah:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 5, 2019 letter.
Amendment No .1 to Form F-1 filed January 17, 2020
Executive Compensation, page 126
1.Please update your executive compensation disclosures to include any compensation paid
for the fiscal year ended December 31, 2019 or explain why you are unable to do so. Refer
to Form F-1 and Item 6(b) of Form 20-F for guidance.
Material United States Federal Income Tax Considerations
Consequences to U.S. Unitholders , page 195
2.We note your response to comment 12 and we re-issue in part. In your response and in
your disclosure at page 196, you state that whether or not the partnership or BRELP will

 FirstName LastNameSachin Shah
 Comapany NameBrookfield Renewable Corporation
 January 30, 2020 Page 2
 FirstName LastName
Sachin Shah
Brookfield Renewable Corporation
January 30, 2020
Page 2
be considered an “investment partnership” depends on the highly factual
determination that neither has been engaged in a trade or business since its date of
formation. However, in the first paragraph at page 196 you also state that "based on the
activities and assets of each of the partnership and BRELP from their respective dates of
formation, the general partner of the partnership intends to take the position and believes
that each of the partnership and BRELP qualifies as an investment partnership within the
meaning of Section 731(c)(3)(C)(i) of the U.S. Internal Revenue Code," which appears to
be a material tax consequence. As a representation as to this material tax consequence is
set forth in the filing, please revise to include this representation within the opinion of
counsel.  If there is significant doubt about the tax consequences, counsel may give a
"should" or "more likely than not" opinion to make clear the opinion is subject to a degree
of uncertainty. Refer to Section III.C.3 and 4 of Staff Legal Bulletin No. 19 for guidance.
            You may contact Mark Wojciechowski at (202) 551-3759 or Jenifer Gallagher at (202)
551-3706 if you have questions regarding comments on the financial statements and related
matters. Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mile T. Kurta