Tax Planning Using Private Corporations – July 18, 2017 Paper (“Paper”) Request for Comments

October 2, 2017

Department of Finance Canada

Via email:

RE: Tax Planning Using Private Corporations – July 18, 2017 Paper (“Paper”)

Request for Comments

Dear Recipients:

We have read the Paper, reviewed many articles and discussed with and listened to our clients, colleagues and others in our community. We have concerns with the proposed changes in their approach, the manner they were delivered and their implementation.

Our technical concerns are summarized as follows:

Holding Passive Investments Inside a Private Corporation. The proposals are too complex for the average Canadian to understand and properly comply with. They also involve potentially unfair tax rates that approach 73%.

Converting Income into Capital Gains. The proposals eliminate a common planning technique used to address double taxation on the death of a taxpayer. They also result in higher taxation in the transition of a family business from one generation to the next compared to a sale to an arms’ length party. They go beyond the intention of the proposals stated in the Paper.

Income Sprinkling. The proposals contain difficult tests for Canadians to comply with when family members are involved in a private business. Furthermore, by making the changes effective January 1, 2018, the proposals provide very little time and transition support for businesses that have set up their share structure and operated legitimately for decades.

We are concerned that the planned implementation provides too little time for consultation. Much of this brief period was during vacation periods for many Canadians, including politicians and when Parliament wasn’t even in session. We are also discouraged by the promotion and defense of the proposals by politicians and government officials in the last 75 days, the period set out for listening and feedback.

Our firm specializes in U.S. and Canadian cross-border tax matters. Our clients include individuals who leave Canada and move to the U.S. There are many reasons why an individual moves to the U.S. and tax is often one of them. US tax law allows a married couple to split income by filing a joint income tax return, something that Canadian private corporation owners can affect under current tax law. The proposed changes on income sprinkling eliminate this strategy and make Canada less competitive for entrepreneurs compared to the U.S. This proposal creates another reason for people to leave Canada and adversely impacts our economy.

Some of the proposed changes, such as limiting income sprinkling for young adults not involved in a family business have merit. Others need much further review and analysis to deliver the intended change.

We urge you to extend the consultation process well past October 2nd to consider some of the technical problems with the proposals and to fully consider the harmful impact they will have on the Canadian economy.

We consent to the disclosure of our submission in whole or in part.

Yours truly,

Warren K. Dueck

Steven Flynn

Lori Lui

Candace Doig