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Effects of Losing CCPC Status for Corporations in Canada

What is a CCPC and how does a Canadian Corporation lose CCPC status at emigration of its shareholder

In Canada, there are different types of corporations for tax purposes.

Canadian Controlled Private Corporations (CCPC) enjoy lower income tax rates on corporate profits because of small business deduction. In order to qualify for the CCPC status, certain requirements need to be met. For example, the control of the corporation should not be with a non-resident or public corporation.

Word of Caution: When a corporation changes its status from a CCPC to another type or vice versa, this has material tax consequences. Unless you are a seasoned tax professional or a Chartered Accountant in Canada, you are recommended to consult your corporate income tax accountant in Canada. This post is for general information purpose and readers are cautioned to apply this to their particular corporate tax situation. 

Losing CCPC Status for the Corporation

A Canadian Controlled Private Corporation (CCPC) can lose the CCPC status, most commonly, in below two scenarios:

  1. The control of the corporation is not with the residents of Canada.
  2. The control of the corporation is moved to any public corporation, Canadian or Non-Canadian

Many businesses in Canada operate as Corporations. These corporations can keep on enjoying lower tax rates being CCPCs as long as the control is with the residents of Canada. So, when a sole shareholder or the shareholder having control emigrate from Canada, the corporation stops being a CCPC.

If you recently emigrate from Canada or planning to leave Canada while having a Corporation, discuss this with your personal income tax consultant. 

Important Considerations for Change in CCPC Status of a Corporation

As mentioned earlier, changing a CCPC status have material tax consequences and must be planned in advance.

Deemed Tax-year end for the Corporation

Subsection 249(3.1) of the Income Tax Act of Canada provides that the fiscal year of the corporation is deemed to end immediately before the date the CCPC lost its status.

When a corporation loses its CCPC status, it is required to file the income tax return for the deemed tax year immediately ended before that date. The date of change of control becomes the date the corporation gained the new tax status. This date also marks the beginning of the new fiscal year. A corporation can choose any tax-year end within the next 53 weeks from this date. A minister’s approval for the change of fiscal year is not required in this situation.

A corporation income tax return for a corporation which is a CCPC is generally due within six months after its fiscal year-end. Moreover, any tax due must be paid within three months of tax year-end of a CCPC. All the late filing penalties and interests are applicable for non-compliance. Depending on the new tax status, the corporation’s due date for filing income tax returns and making income tax payments will also be affected.

For example, if the CCPC had a year-end of December 31 it filed corporate income tax return T2 for the FY ending Dec 31, 2019 (A). On May 01, 2020, the sole shareholder changed its residency status to a non-resident of Canada (B). The corporation must file its corporate income tax return within 6 months for the period ending April 30, 2020. From May 01, 2020, a new fiscal year is started and the corporation can choose any date within the next 53 weeks. It can choose Dec 31st or April 30th of next or any other date within 53 weeks.

Small Business Deduction (SBD) for Short Tax Year

When a tax year of a corporation is deemed to have ended, it results in a short tax year. While filing the income tax return for this short year, Small business deduction ($500,000 for one year) is also pro-rated. This can result in some income being taxed at higher income tax rates.

Please note that small business deduction is only available to CCPCs, your new corporation tax status will not eligible for SBD.

Shareholders’ Account Balances

This is quite normal to have “due from shareholder” balances on the balance sheet of a CCPC. Loans to shareholders or amounts receivable from shareholders have certain rules. Due to a short tax-year, an additional tax year-end is added that needs careful consideration.

Business Losses and Foreign Tax Credits Carryforwards

Business losses and unused foreign business income tax credits are carried forward for a certain number of years. Again, due to additional tax year-end, these carryforwards may expire earlier than they would be if the corporation continued to be a CCPC.

Investment Income of CCPCs

Earning investment income through a CCPC has its own rules. Since the corporation is not a CCPC anymore, so investment income is taxed at a lower rate and no further refundable dividend tax credits are accumulated.

Eligibility to claim ABIL

Allowable Business Investment Loss (ABIL) is available to shareholders for eligible small business corporations only. If you are a shareholder who is planning to become a non-resident of Canada and have loans to CCPCs or shares of CCPCs that are worthless, plan to claim ABIL on them before leaving Canada.

Crystalize Lifetime Capital Gain Exemption

Lifetime Capital Gain Exemption (LCGE) is available for generating exempt capital gains on the sales of qualified small business corporation shares in Canada. In 2019, LCGE limit was $866,912.  If your corporation loses CCPC status because you have become a non-resident of Canada, it affects your eligibility to claim LCGE.

Extra Reporting Requirements in Future

When your corporation loses its CCPC status, new tax status and tax situation resulting because of non-resident shareholders may give rise to new reporting requirements. Depending on your situation, the corporation may need to withhold taxes from payments to non-resident shareholders (including dividends).

If you are planning to emigrate and hold shares of qualified small business corporations, you can crystalize the capital gains by planning ahead.

Maroof HS CPA Professional Corporation is a professional accounting firm registered with CPA Ontario and Alberta, providing a wide range of Corporate income tax services in Canada.

If you are planning to emigrate from Canada or immigrate to Canada, and have Canadian Corporations, you can utilize our services to properly plan your personal and corporate income tax issues. Get in touch with us and let us know how can we help you.

Picture of Maroof Hussain Sabri

Maroof Hussain Sabri

Maroof is a CPA, CA in the province of Ontario and Alberta in Canada. He is also a licensed CPA from New York & North Dakota in the United States. He lives in Toronto.

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Picture of Maroof Hussain Sabri

Maroof Hussain Sabri

Maroof is a CPA, CA in the province of Ontario and Alberta in Canada. He is also a licensed CPA from New York & North Dakota in the United States. He lives in Toronto.

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10 thoughts on “Effects of Losing CCPC Status for Corporations in Canada”

  1. We have two companies in Canada, “RAJA Services Inc” is a foreign entity (Extra-Provincial Foreign Corporation with Share) because it’s directors/shareholders are in non-resident. Another company “IT General Services Inc” which has CCPC Status, which has a resident director and non-resident shareholders.

    RAJA Services Inc has recently been closed which was registered with Ontorio as Foreign Entity

    Now we plan to change the name of CPCC status company, from “IT General Services Inc” to “RAJA Services Inc”, in this case will we loose the CPCC status?

    1. Maroof Hussain Sabri

      Hello Arun, it looks like your understanding of CCPC is unclear. First, a CCPC status depends on the control, not the composition of the board’s residency. Control is further categorized into Dejure and Defacto Control. As there is lot of confusion at your end, I strongly recommend you to get in touch with the accountant who prepared the corporate tax return of the Canadian entity.

      1. Hi Maroof,
        Sorry, I replied to the wrong comment; my question about the LCGE was to you, not to Neil.
        Another question is: when I file T2 for the deemed year end (from Sep 1 to Sep 4), should I show a deemed disposition of all assets (we have only money at the bank, some tax liablities, common shares, and retain earnings on the balance sheet). The corporation will continue to work in Canada and we will continue to hold our shares.
        Thanks a lot for your help

  2. Hello Maroof. I am a Canadian citizen currently living in Manitoba. I currently own an Investco CCPC (passive) and an Opco (active). I am the 100% shareholder of both companies. All the excess funds gets transferred to Investco from Opco. I will be moving to US on TN visa this fall. Opco wont have any income anymore but Investco has funds invested in securities. What will happen to Investco and its funds if I become Tax resident of US. Can I still own the investco and let the investments grow or it has to be liquidated ? Thanks

    1. Hi Neil, ideally you should be seeking a formal consultation before you emigrate. Owning a Canadian corporation after emigration is not an issue (unless Corporate law in your province requires a resident director, you have to check with some law firm in your province). At emigration, your Holdco is going to have a deemed disposition, and you will lose CCPC status for your Copco as well. After that, if you release any dividends non-resident withholding rules apply. Since the assets are of passive nature, doesn’t look like you can even get any LCG exemption. Once you move to the U.S. you will have 2 CFCs that will be subject to all the applicable rules and income inclusions for example, Subpart F income, and GILTI inclusions, etc. Keep in mind the income you mentioned in Subpart F income and will be included in your personal income on a current basis. Discuss this issue with a cross-border tax accountant before you move, not after you move.

  3. Hi Neil,
    I moved from Canada to other country on Sep 4;
    Me and my husband are 50/50 sharehoders of CCPC; the year end for this corporation is August 31.
    I will file a regular T2 Corporate tax return for y. ended Aug 31, and T2 for the deemed year end of Sep 4.
    If I understood correctly, I and my husband will report on our personal tax returns for this year disposition of CCPC shares;
    Since we hold shares for more than 24 months and all assets were involved in active business; we were Canadian residents in part of this year (before Sep 4), and all prior years, I thought that we can utilize Lifetime Capital Gain Exemption? The corporation was a CCPC before the shares was sold.

  4. Hi Maroof,

    Excellent well written article!
    Could you comment on this scenario:

    1. Joe is a Canadian resident and owns 100% of a CCPC that only holds cash, say 100K CAD.

    2. Joe severs all ties (except for the CCPC) and moves to a non-treaty country. CRA grants Joe non-resident status. The CCPC is left intact but is now considered a “non canadian controlled private corporation” (NCCPC).

    3. NCCPC distributes 100K CAD cash to Joe. 25K CAD cash is withheld, so Joe only receives 75K CAD cash.

    Does the NCCPC owe any additional taxes (apart from the 25K CAD withheld) to the CRA?
    If not, with proper planning, it seems that this might be a very tax-efficient way for Joe to withdraw funds from his CCPC. Correct?

    1. Maroof Hussain Sabri

      hi Ignac
      The NCCPC mentioned by you is now an “other private corporation”, OPC. Of course, OPC will pay its own taxes on the income it will earn. OPC will be required to withhold 25% and remit to CRA. Do not forget that there is a deemed disposition of CCPC shares at the time of leaving Canada.

  5. Thanks for this wonderful post.
    Quick question:
    1. Holdco owns Canadian dividend paying securities worth say $100k. Base cost is $100.
    2. Sole shareholder decides to leave Canada.
    3. Deemed disposition should occur.
    4. Would the deemed disposition incur Capital gains tax payable, of say 25%, as per the old rules?
    5. On top of the above tax, there would be a dividend withholding tax of 25% to withdraw the money.
    6. So in total, the tax payable will be 25k for deemed disposition in the form of capital gains. And then $25k to account for the dividends.

    Is this correct way to interpret this?

    Thanks so much!

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