Corporate - Tax administrationLast reviewed - 09 December 2022
The tax year of a corporation, which is normally the fiscal period it has adopted for accounting purposes, cannot exceed 53 weeks. The tax year need not be the calendar year. Once selected, the tax year cannot be changed without approval from the tax authorities.
Both the federal and the provincial/territorial corporation tax systems operate on an essentially self-assessing basis. All corporations must file federal income tax returns. Alberta and Quebec tax returns must also be filed by corporations that have PEs in those provinces, regardless of whether any tax is payable. Corporations with PEs in other provinces that levy capital tax must also file capital tax returns. Tax returns must be filed within six months of the corporation's tax year-end. No extensions are available.
Certain corporations with annual gross revenues exceeding CAD 1 million are required to electronically file (e-file) their federal CIT returns via the Internet. Also, information return filers that submit more than 50 information returns annually must e-file via the Internet. Penalties are assessed for failure to e-file.
Payment of tax
Corporate tax instalments are generally due on the last day of each month (although some CCPCs can remit quarterly instalments if certain conditions are met). Any balance payable is generally due on the last day of the second month following the end of the tax year.
The amount of income, taxable income, and taxes payable by a taxpayer is determined in Canadian dollars. However, certain corporations resident in Canada can elect to determine their Canadian tax amounts in the corporation's 'functional currency'.
Tax audit process
The tax authorities are required to issue an assessment notice within a reasonable time following the filing of a tax return. These original assessments usually are based on a limited review, if any, of the corporation's income tax return. However, the notice of assessment will identify any changes made (e.g. correcting discrepancies on any balances carried forward). While the tax authorities are required to review an initial return with due dispatch, there is no requirement to accept amended filings, although administratively these are generally allowed but are not given any priority. In general, the CRA targets its resources on high-risk taxpayers, with minimal resources spent on lower-risk taxpayers.
Traditionally, all corporations with gross income over CAD 250 million, and their affiliates, are assigned a large case file team and undergo an annual risk assessment. Corporations rated as high risk are generally audited annually. Medium-sized corporations (gross income between CAD 20 million and CAD 250 million) generally are selected based on a screening process and identified risks. Smaller corporations, which are usually CCPCs with gross income under CAD 20 million, have been subject to compliance or restricted audits, selected based on statistical data and a screening process. Audits of CCPCs are generally restricted to covering the current and one previous taxation year.
Draft legislation amends the scope of authority of CRA officials to confirm that they can require persons to answer questions in any form specified by them and to provide reasonable assistance for any purpose related to the administration or enforcement of the relevant statute.
Statute of limitations
A reassessment of the tax payable by a corporation that is not a CCPC may be made within four years from the date of mailing of the original notice of assessment, usually following a detailed field audit of the return and supporting information. The limitation period is three years for CCPCs. The three-year and four-year limits are extended a further three years in some cases (e.g. transactions with non-arm's-length non-residents). The CRA can also reassess tax, after the end of the normal reassessment period, on a gain from the disposition of real or immovable property if the taxpayer does not initially report the disposition. Reassessments generally are not permitted beyond these limits unless there has been misrepresentation or fraud. Different time limits may apply for provincial reassessments.
The reassessment period of a taxpayer is extended by:
- three years for income arising in connection with a foreign affiliate of a taxpayer
- a ‘stop-the-clock’ rule that applies when a requirement for information or compliance order is being contested in court; the reassessment period is extended by the amount of time during which the requirement or compliance order is being contested, and
- three years to the extent the reassessment relates to a loss carryback previously claimed, where a reassessment is made to the loss as a consequence of a transaction involving a taxpayer and a non-arm’s-length non-resident, for taxation years in which a carried back loss is claimed.
The definition of 'transaction' used in the transfer pricing rules applies for the purposes of the extended reassessment period relating to transactions between a taxpayer and non-arm's-length non-resident persons.
A taxpayer that disagrees with a tax assessment or reassessment may appeal. The first step is to file a formal notice of objection within 90 days from the date of mailing of the notice of assessment or reassessment, setting out the reasons for the objection and other relevant information. Different time limits may apply for provincial reassessments. Corporations that qualify as 'large corporations' must file more detailed notices of objection. The CRA will review the notice of objection and vacate (cancel), amend, or confirm it. A taxpayer that still disagrees has 90 days to appeal the CRA's decision to the Tax Court of Canada, and, if necessary, to the Federal Court of Appeal and the Supreme Court of Canada. However, the Supreme Court hears very few income tax appeals.
Topics of focus for tax authorities
Topics of interest to Canadian tax authorities include:
- Transfer pricing (inbound and outbound), including the quantum and deductibility of:
- royalty payments made by Canadian corporations
- goods and services
- business restructuring expenses incurred by a group of corporations located in more than one country
- interest rates and interest paid on loans if the funds derived from the loans are used offshore
- guarantee fees paid by Canadian corporations
- management fees and general and administrative expenses, and
- ‘hybrid mismatch’ financial instruments (the CRA has been challenging a Canadian interest deduction by recharacterising debt as equity when the recipient of the interest is not taxable in their home country); see Hybrid mismatch arrangements in the Group taxation section for more information.
- Whether non-residents have a PE in Canada.
- Treaty shopping to reduce Canadian WHT and capital gains tax.
- Manipulation of tax attributes, including:
- surplus stripping to reduce Canadian WHT by increasing a Canadian corporation's paid-up capital and subsequently distributing the surplus as a return of capital
- arrangements that manipulate the adjusted cost base of capital assets, and
- the acquisition of tax losses realised by arm’s-length entities.
- The requirement to withhold tax on certain payments made to a non-resident that relate to fees, commissions, or other amounts in respect of services rendered in Canada.
- Transaction costs, including professional fees, related to business restructuring.
- Deductibility of reserves (contingent or unsupported amounts).
- Foreign exchange gains and losses (current or capital).
- Cash pooling arrangements.
Canadian tax authorities also continue to focus their audit activity on employers who fail to withhold tax or apply for a treaty waiver of Regulation 102 withholding for commuters and business travellers (see Withholding tax for non-resident employees in the Other Taxes section for more details). The CRA also conducts ‘Employer compliance audits’ that focus on two main questions:
- Who is the primary beneficiary of an employee benefit?
- What is the value of benefits provided to employees?
When the employer is the primary beneficiary of the benefit, there would be no taxable benefit to the employee(s). The value of the benefit is generally the fair market value of the benefit, not the cost to the employer.
General Anti-Avoidance Rule (GAAR)
The GAAR was first introduced in 1988 and was designed to challenge transactions or series of transactions that would directly or indirectly result in a tax benefit when:
- a taxpayer relies on specific provisions of the Income Tax Act to achieve an outcome that those provisions seek to prevent
- a transaction defeats the underlying rationale of the provisions that are relied upon, or
- an arrangement circumvents the application of certain provisions, such as specific anti-avoidance rules, in a manner that frustrates or defeats the object, spirit, or purpose of those provisions.
If GAAR applies, the CRA may deny any deduction, exemption, or exclusion in computing taxable income or the nature of any payment or other amount may be recharacterised to deny the tax benefit that would result from an avoidance transaction.
Draft legislation reverses a 2018 Federal Court of Appeal decision (Wild v. Canada 2018 FCA 114) by amending the Income Tax Act to provide that the GAAR can apply to transactions affecting tax attributes that have not yet become relevant to the computation of tax, for transactions undertaken after 6 April 2022 (and transactions before 7 April 2022 under notices of determination issued after 6 April 2022 in respect of the transactions).
The federal government also launched a consultation on modernising the GAAR during the summer of 2022.
Reporting requirements apply to taxpayers with offshore investments. The rules impose a significant compliance burden for taxpayers with foreign affiliates. Failure to comply can result in substantial penalties. For taxation years that begin after 2020, the filing due date of T1134 information returns for foreign affiliates is ten months after year-end.
Exchange of tax information on digital economy platform sellers
Draft legislative proposals implement model rules developed by the OECD for reporting by digital platform operators with respect to platform sellers. The proposed rules would require reporting platform operators that provide support to reportable sellers for relevant activities to determine the jurisdiction of residence of their reportable sellers and report to the CRA certain information about those sellers by 31 January of the year following the reporting calendar year.
The measure would generally apply to platform operators that are resident in Canada for tax purposes, as well as platform operators that are not resident in Canada or a partner jurisdiction and that facilitate relevant activities by sellers resident in Canada or with respect to rental of immovable property located in Canada. A partner jurisdiction is a jurisdiction that has implemented similar reporting requirements on platform operators and that has agreed to exchange information with the CRA on reportable platform sellers.
Certain exceptions would apply, including one for platform operators that facilitate the provision of relevant activities for which the total compensation over the previous year is less than EUR 1 million and that elect to be excluded from reporting. The rules would apply to calendar years beginning after 2023. This would allow the first reporting and exchange of information to take place in early 2025 with respect to the 2024 calendar year.
Tax evasion and aggressive tax avoidance
In recent years, the federal government has made significant investments to strengthen the CRA's ability to unravel complex tax schemes and increase collaboration with international partners. Initiatives that have been introduced include:
- hiring additional auditors to investigate high-risk multinational corporations
- increasing the number of CRA annual examinations of high-risk wealthy taxpayers
- increasing twelve-fold the number of transactions examined by the CRA
- creating a special CRA programme to stop 'the organisations that create and promote tax schemes for the wealthy'
- hiring additional auditors and specialists with a focus on the underground economy
- developing robust business intelligence infrastructure and risk assessment systems to target high-risk international tax and abusive tax avoidance cases, and
- extending the reassessment period by three years in respect of income arising in connection with a foreign affiliate.
Previously implemented tax measures to help the CRA combat international tax evasion and aggressive tax avoidance follow:
- Certain financial intermediaries are required to report to the CRA international electronic funds transfers of CAD 10,000 or more.
- The ‘Offshore Tax Informant Program’ compensates certain persons who provide information that leads to the assessment or reassessment of over CAD 100,000 in federal tax (Quebec has a similar program, the 'Reward Program for Informants of Transaction Covered by the General Anti-Avoidance Rule and Sham Transactions').
- Failure to timely file Form T1135 (Foreign Income Verification Statement), or to report all specified foreign property therein, will extend the normal assessment period for this form by three years.
- The timeline to file Form T1134 (Information Return Relating to Controlled and Non-controlled Foreign Affiliates) has been reduced from 15 months to ten months after year-end (see Foreign reporting above).
There are now over 1,100 offshore audits and more than 50 criminal investigations with links to offshore transactions underway. The government is also aggressively pursuing those who promote tax avoidance schemes, imposing penalties on these third parties.
The federal government has made investments to improve the CRA's information technology systems, including replacing legacy systems, so that the infrastructure used to fight tax evasion and aggressive tax avoidance continues to evolve.
Recent federal investments (proposed in the 2021 federal budget) have included:
- CAD 2.1 million to assist with the implementation of a publicly accessible corporate beneficial ownership registry by 2025. The registry will be used by law enforcement, tax, and other authorities to access accurate and up-to-date information on the individuals who own and control corporations and to catch those who attempt to launder money, evade taxes, or commit other financial crimes.
- CAD 304.1 million to further combat tax evasion and aggressive tax avoidance, allowing the CRA to fund new initiatives and extend existing programs, including:
- Increasing GST/HST audits of large businesses with the greatest risk of non-compliance.
- Modernising the CRA’s risk assessment process to prevent unwarranted and fraudulent GST/HST refund and rebate claims and improve the ability to issue refunds to compliant businesses as quickly as possible.
- Enhancing capacity to identify tax evasion involving trusts and provide better service to executors and trustees.
- CAD 230 million to improve the CRA's ability to collect outstanding tax debts in a timely way.
- CAD 330.6 million in new technologies, tools, and IT infrastructure that match the growing sophistication of cyber threats and to improve the way benefits and services are delivered to Canadians.
The 2022 federal budget proposes to invest:
- CAD 17.7 million over five years to launch and lead a financial sector legislative review focused on the digitalisation of money and maintaining financial sector stability and security, with the first phase directed at digital currencies.
- CAD 1.2 billion over five years, starting in 2022,23, for the CRA to expand audits of larger entities and non-residents engaged in aggressive tax planning.
Mandatory disclosure rules
To facilitate the timely receipt by the CRA of information on arrangements that involve aggressive tax planning, draft legislative proposals (initially released in February 2022 and subsequently revised in August 2022) enhance Canada’s mandatory disclosure rules by:
- changing the Income Tax Act’s existing reportable transaction rules
- introducing requirements to report ‘notifiable transactions’ and for specified corporations to report uncertain tax treatments
- extending the reassessment period in certain circumstances, and
- introducing penalties for non-compliance that will apply to both taxpayers and promoters or advisers.
Current rules in the Income Tax Act require the reporting of a transaction to the CRA if it is considered an ‘avoidance transaction,’ as that term is defined for the purposes of the general anti-avoidance rule (GAAR), and it meets at least two of three defined hallmarks. Currently, this results in only limited reporting by taxpayers.
To improve the effectiveness of the reportable transactions rules and to bring them in line with international best practices, the draft legislative proposals require that only one of the hallmarks be present for a transaction to be reportable. They also propose that the definition of ‘avoidance transaction’ for these purposes be amended so that the rules apply if it can reasonably be concluded that one of the main purposes of entering into the transaction is to obtain a tax benefit. Additional amendments will be made to deal with promoters or advisers who promote these transactions and require them to also disclose these transactions.
Draft legislative proposals introduce a category of specific transactions to be known as ‘notifiable transactions.’ The Minister of National Revenue, with the concurrence of the Minister of Finance, would have the authority to designate a transaction as a notifiable transaction. Similar to the approach taken by the United States, notifiable transactions would include both transactions that the CRA has found to be abusive and transactions identified as transactions of interest. The description of a notifiable transaction would set out the fact patterns or outcomes that constitute that transaction in sufficient detail to enable taxpayers to comply with the disclosure rule. As part of the initial draft legislative proposals, the Department of Finance released a backgrounder that contains a list of sample transactions (or series of transactions) that have been designated as 'notifiable transactions' by the Minister of National Revenue. The sample transactions are grouped into categories, such as:
- creating loss straddle transactions using a partnership,
- manipulating bankruptcy status to reduce a forgiven amount relating to a commercial obligation, relying on purpose tests in section 256.1 of the Income tax Act (tax attribute trading restrictions) to avoid a deemed acquisition of control, and
- using back-to-back arrangements to circumvent the thin capitalisation rules and Part XIII WHT.
Uncertain tax treatments
Draft legislative proposals require specified corporate taxpayers to report particular uncertain tax treatments to the CRA (similar to the reporting regime in the United States) when the following conditions are met:
- the corporation is required to file a Canadian return for the taxation year
- the corporation has at least CAD 50 million in assets at the end of the financial year that coincides with the taxation year
- the corporation or related corporation has audited financial statements prepared in accordance with IFRS or other country-specific GAAP relevant for domestic public companies, and
- there is an uncertain tax position related to the corporation’s Canadian income tax reflected in the audited financial statements.
The requirement to report particular uncertain tax treatments would also apply to a private corporation that meets the asset threshold if it, or a related corporation, has audited financial statements prepared in accordance with IFRS.
For each reportable uncertain tax treatment of a corporation, it is proposed that the corporation would be required to provide prescribed information, such as the quantum of taxes at issue, a concise description of the relevant facts, the tax treatment taken, and whether the uncertainty relates to a permanent or temporary difference in tax.
The revised draft legislative proposals released in August 2022 deferred the effective date of the rules to transactions entered into after 2022. On 3 November 2022, the Department of Finance announced a new effective date for certain of the proposed enhancements to Canada's mandatory disclosure rules, to allow the federal government to 'fully assess the feedback received' from the public consultation. The new effective date for the proposed:
- changes to the existing 'reportable transactions' rules in the Income Tax Act, and
- new requirement for taxpayers to report 'notifiable transactions',
will be the date the enacting legislation received royal assent. The proposed new requirement for 'specified corporations' to report 'uncertain tax treatments' will still come into effect for taxation years beginning after 2022, with penalties only applying upon royal assent of the enacting legislation.
Audit File Resolution Committee (AFRC)
The AFRC was established as a pilot project pursuant to the recommendations of the Offshore Compliance Advisory Committee. The AFRC includes senior representatives from the International, Large Business and Investigations, Domestic Compliance Programs, the CRA's Legislative Policy and Regulatory Affairs branches, as well as the Department of Justice. CRA auditors must refer files to the AFRC when the amounts are material, the issue is novel, or the file has implications in resolving other cases (i.e. when there are common issues present in a number of audit files that should be resolved in a consistent fashion). The AFRC’s mandate is to consider audit agreement proposals to ensure fairness and consistency as well as, when possible, to identify options that promote timely and efficient resolution of files at the audit stage.
Audit agreements may be beneficial in that they could reduce the overall tax liability, provide an acceptable resolution to an audit, and avoid additional costs if the issue were to be litigated. An audit agreement may also provide certainty in subsequent taxation years. However, entering into an audit agreement generally requires a waiver of objection and appeal rights in respect of the issues covered by the audit agreement.
Voluntary Disclosures Program (VDP)
In certain circumstances, penalties for non-compliance with tax reporting and payment requirements may be waived through an application to the CRA's VDP. The taxpayer must meet five conditions to qualify for the programme. The application must:
- be voluntary
- be complete
- involve the application or potential application of a penalty
- include information that is at least one year past due, and
- include payment of the estimated tax owing.
Key aspects of the VDP include:
- two 'tracks' of disclosures:
- a Limited Program when there is intentional conduct to be non-compliant or for corporations with gross revenue exceeding CAD 250 million in at least two of their last five taxation years and any related entities; requires participants to waive their right to object and appeal in respect of the issue disclosed, and
- a General Program when the Limited Program does not apply
- a pre-disclosure discussion service
- referral of transfer pricing applications to the Transfer Pricing Review Committee (and therefore, no relief will be granted under the VDP)
- specialist review of complex issues or large dollar amounts
- disclosure of the identity of an adviser who assisted the taxpayer in respect of the non-compliance, and
- cancellation of previous relief if a VDP application was incomplete due to misrepresentation.
VDP relief is not considered for applications that depend on an agreement being made at the discretion of the Canadian competent authority under a tax treaty provision. If a VDP application does not qualify for VDP relief, a taxpayer may still qualify for penalty and interest relief under the taxpayer relief provisions.
Sharing information for criminal matters
The CRA can use the legal tools available under the Mutual Legal Assistance Criminal Matters Act to facilitate the sharing of information related to tax offences under Canada’s tax treaties, TIEAs, and the Convention on Mutual Administrative Assistance in Tax Matters. These tools include the ability for the Attorney General to obtain court orders to gather and send information. Tax information can be shared with Canadian mutual legal assistance partners for acts that, if committed in Canada, would constitute terrorism, organised crime, money laundering, criminal proceeds offences, or designated substance offences.
Base erosion and profit shifting (BEPS)
Canada has been and continues to be an active participant in the BEPS Action Plan, a project of the OECD and the G20. BEPS refers to tax planning strategies that exploit gaps and mismatches in national tax laws to shift profits to low- or no-tax locations. The government will act on the recommendations from the BEPS Action Plan (final report issued 5 October 2015) relating to:
- CbC reporting (see Country-by-country [CbC] reporting in the Group taxation section for more information)
- transfer pricing guidance (see Transfer pricing in the Group taxation section for more information)
- treaty abuse (see Treaty shopping below)
- minimum standards under the MLI, which includes the principal purpose test, an amended treaty preamble, and a modified dispute resolution procedure, including potential binding arbitration
- the OECD's two-pillar approach to address tax challenges arising from the digitalisation of the economy (see Global minimum tax and the new international tax framework in the Taxes on corporate income section and Digital services tax [DST] in the Other taxes section for more information)
- interest deductibility limits (see Interest deductibility limits in the Group taxation section for more information)
- hybrid mismatch arrangements (see Hybrid mismatch arrangements in the Group taxation section for more information), and
- the spontaneous exchange of tax rulings.
The government continues to work with its international partners to improve and update the international tax system and to ensure a coherent response to fight cross-border tax avoidance. In addition, the government has proposed consultations on enhancements to Canada's transfer pricing rules and has proposed expanded mandatory disclosure rules (see Mandatory disclosure rules above for more information).
Spontaneous exchange of tax rulings
The CRA shares select Canadian tax rulings with certain countries, in accordance with BEPS Action 5. The types of tax rulings shared include cross-border rulings related to ‘preferential regimes’, transfer pricing legislation, and those providing a downward adjustment not directly reflected in the taxpayer’s accounts, as well as PE rulings and related-party conduit rulings. Canada will share a summary of the applicable ruling with the countries of residence of the immediate parent company, the ultimate parent company, and certain other parties.
The government is committed to addressing treaty abuse in accordance with the minimum standard contained in the final OECD and the G20 BEPS report on treaty shopping (Action 6). The minimum standard requires countries to include in their tax treaties an express statement that their common intention is to eliminate double taxation without creating opportunities for non-taxation or reduced taxation through tax evasion or avoidance, including through treaty shopping arrangements. The minimum standard also requires the adoption of one of two approaches in addressing treaty abuse, either the limitation-on-benefits approach or the limited principal purpose test.
On 29 August 2019, Canada completed the process to ratify the OECD's Multilateral Convention to Implement Tax Treaty Related Measures to prevent Base Erosion and Profit Shifting (also known as the Multilateral Instrument [MLI]). The MLI covers the minimum standards, and various other recommendations, of Action 6 (treaty abuse) and Action 14 (dispute resolution), among other things. Canada has chosen to have the MLI apply to 75 of its 93 tax treaties (the Covered Tax Agreements).
With respect to treaty abuse, Canada adopted, as an interim measure, a principal purpose test for the Covered Tax Agreements, but intends to adopt a limitation on benefits provision, in addition to or in replacement of the principal purpose test, through bilateral negotiations. To meet the minimum standards for dispute resolution, Canada has agreed to implement mutual agreement procedure and binding arbitration. The MLI entered into force for Canada on 1 December 2019. If the MLI is also in force for a counterparty (i.e. a jurisdiction that has signed the MLI) to a covered tax convention, the MLI applies for that covered tax convention for:
- WHTs on 1 January 2020, and
- other taxes for tax years beginning on or after 1 June 2020.
Quebec ‘Tax Fairness Action Plan’
Quebec's ‘Tax Fairness Action Plan’ contains actions that address tax havens, aggressive tax planning, transfer pricing, and e-commerce with suppliers having no significant presence in Quebec, among other things. Many of the actions rely on cooperation with federal authorities. It is an evolving plan that is modified as challenges arise. Key actions relating to corporations include:
- Improving income tax auditing of CIT. The CRA:
- will give the Quebec government CbC reports and ask other jurisdictions to give Quebec access to similar reports concerning those jurisdictions
- should obtain permission from tax authorities of foreign governments with which Canada has tax treaties to transfer to Quebec information obtained under these treaties, and
- will give Quebec certain foreign reporting information.
- Collecting sales taxes on supplies of incorporeal moveable property and services to ‘specified Quebec consumers’ by requiring foreign suppliers with no significant presence in Canada, in addition to suppliers in other provinces and territories that supply goods and services in Quebec, to register for QST (see Provincial retail sales tax in the Other taxes section for more information).
- Increasing penalties in respect of GAAR-based assessments to 50% (from 25%) of the amount of the tax benefit denied.
- Strengthening the mandatory disclosure mechanism, which requires reporting to Revenu Québec of certain transactions resulting in a tax benefit, and broadening the types of transactions that must be disclosed under this mechanism.
- Requiring mandatory disclosure to Revenu Québec of nominee agreements made as part of a transaction or series of transactions.
- Blocking access to public contracts for businesses and promoters that have used abusive tax avoidance strategies.
- Establishing a special regime to counter tax schemes based on sham transactions by adding new penalties for taxpayers, advisers, and promoters, and extending the standard reassessment period for an additional three years.
- Strengthening corporate transparency by requiring that information on beneficial owners be declared to the Registraire des entreprises du Québec (REQ) and scaling up the REQ’s oversight, compliance, quality inspection, and investigation functions and implementing technology to facilitate REQ information sharing.
- Simplifying tax compliance, tightening regulations, and increasing inspections in certain sectors with a higher risk of tax evasion (e.g. renovation, construction, personal placement, transportation, money-services, and cryptocurrency).