accounting updates for private enterprises
TRANSCRIPT
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2015 Accounting Updates for Private Enterprises
Wednesday, Oct. 21st, 2:30pm-5:30pm
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EVENT AGENDA IFRS Update ASPE Update Estate Planning / New Trust Rules Q & A 15 Minute Break Economic Outlook After the Election Technical Tax Update Business Incentive Update Proactive Tax Planning Top 5 Stumbling Blocks to Negotiating a Deal –
Transactional Planning for the Exit Strategy Q & A
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IFRS UPDATEBryan Haralovich, CPA, CA, CPA (Illinois) – Partner, Welch LLP
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IFRS UPDATETopics covered Revisions to existing standards New IFRS Standards Proposed IFRS standards
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IFRS UPDATERevisions to existing standards IFRS 10 Consolidated Financial Statements and IAS 28 Investments
in Associates and Joint Ventureso Sale/contribution of assets between an investor and its associate or joint venture
IFRS 10, IFRS 12 Disclosure of Interests in Other Entities and IAS 28o Applying the consolidation exception for investment entities
IAS 1 Presentation of Financial Statements-disclosure initiative IAS 27 Separate Financial Statementso Equity method in separate financial statements
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IFRS UPDATENew Standards IFRS 15 Revenue from Contracts with
Customers
Proposed Standards IAS 17 Leases
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IFRS 15 REVENUEOverview Effective for annual reporting periods commencing after January 1,
2018 including interim reporting periods within that reporting period.
US Non public entities: Annual reporting periods commencing after December 15, 2018
Retrospective application required
o Full retrospective application – adjust opening balance sheet of earliest period presented
o Modified retrospective – adjust opening balance sheet of most current period
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IFRS 15 REVENUEOverview Replaces IAS 18 Revenue, IAS 11 Construction contracts
and related IASB guidance as well as over 200 specialized/industry specific revenue guidance under US GAAP
Joint transition group formed comprising 10 to 15 specialists
Does not apply to lease or insurance contracts
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IFRS 15 REVENUEProposed changes5 Step model to be applied regardless of type or industry:
1. Identify the contract(s) with the customer
2. Identify the separate performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the separate performance obligations
5. Recognize revenue when (or as) the entity satisfies a performance obligation
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IAS 17 LEASESProposed changes Recognize lease asset and liabilities on the statement of financial
position measured at the present value of the unavoidable lease payments
Amortize leased assets and recognize interest expense on lease liabilities over lease term
Separate the total cash paid into principal portion and interest on the cash flow statement
Exemptions – leases under 12 months, leases of small assets (laptops, furniture)
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IAS 17 LEASESImpact of Proposed changes Covenants – working capital ratio, Debt to equity, TNW
Improved EBITA
Impact on deferred taxes
Timing New standard expect to be issued at the end of 2015
Effective date not set, but not likely before January 2018
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ASPE UPDATEMark Jackson, CPA, CA – Senior Manager, Welch LLP
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SUBSIDIARIES
New Section 1591 (Replaces Section 1590, Subsidiaries and AcG-15, Consolidation of Variable Interest Entities)
Effective January 1, 2016 (Early Adoption Permitted)
Addresses situations where control obtained by means other than voting interests
Practically, little change from before
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SUBSIDIARIES
If control through contractual arrangements, have additional option to account in accordance with applicable section (e.g. leases or financial instruments).
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JOINT ARRANGEMENTS
New Section 3056 (Replaces Section 3055, Interests in Joint Ventures)
Effective January 1, 2016 (Early Adoption Permitted)
More prescriptive than the previous standard – accounting choices based on type of interest
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JOINT ARRANGEMENTS Categories:
o Jointly controlled operations
o Jointly controlled assets
o Jointly controlled enterprises
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JOINT ARRANGEMENTS Accounting presentation:
o Jointly controlled operations
Record the assets controlled, liabilities incurred and entity’s share of revenue and expenses
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JOINT ARRANGEMENTS Accounting presentation:
o Jointly controlled assets
Record shares of jointly controlled assets and related liabilities; revenue based on share of output and share of expenses
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JOINT ARRANGEMENTS Accounting presentation:
o Jointly controlled enterprises
Policy choice – equity method, cost method or as jointly controlled operation or jointly controlled assets
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JOINT ARRANGEMENTS Contribution of assets by joint owner to joint arrangement:
o Recognize gains or losses immediately, to the extent of non-related investors
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2014 ANNUAL IMPROVEMENTS
Effective January 1, 2015
Gain or loss on hedging item after anticipated transaction occurs – recognize in net income
Disclosure of carrying amount of impaired trade receivables no longer required
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Effective January 1, 2016 (early adoption permitted)
Business combinations – clarifies disclosure requirements when acquisition of assets
Investments – require disclosure of impairment losses/reversals for investments and leases
Employee future benefits – requires at least one funded plan to use funding valuation
2014 ANNUAL IMPROVEMENTS
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EXPOSURE DRAFT
Redeemable Preferred Shares – Proposal is to require presentation as liability
If adopted, will not be effective before January 1, 2018
Welch LLP – Accounting Update for Private Enterprises – October 21, 2015Pamela L. [email protected]
Changes to the Taxation of Estates, Testamentary Trusts, Disability Trusts, Life Interest Trusts and Charitable Giving on Death
Overview• Background• Qualified Disability Trusts (“QDTs”)• Graduated Rate Estates (“GREs”)• Life Interest Trusts (Spousal Trusts/Joint Partner
Trusts/Alter Ego Trusts) • Charitable Giving on Death• Planning Implications and Litigation Risks
Background• Budget 2013 – Flat Top Rate Taxation for Testamentary Trusts
announced• June 3, 2013 – 6 month consultation on Flat Top Rate Taxation• Budget 2014 –
• Flat Top Rate Taxation for Trusts confirmed. • Charitable donation changes announced
• August 29, 2014 – Draft Legislation released (30 day consultation)• Flat Top Rate Taxation for all Trusts (except GRE and QDTs)• Certain tax benefits limited to GREs (NEW)• Introduction of Life Interest Trust Taxation Rules (NEW)
• October 10, 2014 – legislation released (Bill C-43)• December 16, 2014 – Royal Assent: rules effective January 1, 2016
Qualified Disability TrustsRequirements• At end of year, trust is a testamentary trust that arose on
and as a consequence of death• Excludes inter vivos trusts created during life• Includes insurance trusts
• Trust is resident in Canada for the entire year (not just the end of the year)
• In tax return for the year, trust elects jointly with ‘electing beneficiary’ to be QDT and includes SIN of electing beneficiary: • No relief for late election• If incapable, electing beneficiary may need court appointed guardian to be
able to make election
Qualified Disability Trusts
Electing Beneficiary• Beneficiary qualifies for disability tax credit
(Note: Possible to include other beneficiaries in trust)
• Only one QDT per disabled beneficiary: Difficult to arrange for funding from multiple sources (i.e. several family members) for one disabled beneficiary.
Qualified Disability Trusts
Graduated Rate Taxation QDT subject to graduated rates for each year of election But: “Recovery of Tax”• QDTs subject to pay a recovery of tax if:
• None of the beneficiaries at the end of the year were electing beneficiary for preceding year, OR
• Trust ceased to be resident in Canada, OR• Capital distribution is made to non-electing beneficiary
Qualified Disability Trusts
Recovery of Tax (Cont’d)• Amount of recovery tax:
• Amount of tax that would have been paid in previous year if trust had been subject to highest marginal rate and taxable income for that year excluded amounts that were subsequently distributed as capital to electing beneficiary
• Intent is to claw back tax savings for income taxed at graduated rates which was subsequently distributed as capital to non-electing beneficiary
• In year when electing beneficiary dies, or trust becomes non-resident, or distributes to non-electing beneficiary – loss of graduated rates and payment of recovery tax
Qualified Disability Trusts
Summary • Only a testamentary trust (including insurance trust) can
be QDT• QDT only available for beneficiaries who qualify for
disability tax credit• Only one QDT per individual• Make election each year in tax return• Beware making capital distributions to other beneficiaries• Recovery Tax mechanism may result in tax deferral not
tax savings
Graduated Rate Estates• A GRE is an estate and is not a separate trust• Conditions for an estate to be a GRE
• no more than 36 months have passed since death• estate is a testamentary trust• estate designates itself as the GRE in its first tax return• deceased’s SIN provided in estate tax return• no other estate is designated as the GRE of the deceased
• There is no grandfathering of existing trusts or estates• Transition after end of GRE status – deemed year end.Planning Point: Consider triggering any gains/losses in existing testamentary trusts before end of 2015. Consider benefit of winding up existing trusts at end of year.
Graduated Rate Estates
Why is GRE status important:• graduated tax rates on income earned and retained in
the estate• no tax instalment obligations• Off-calendar year end permitted• access to new flexible donation credit rules for donations
made in Will or by the estate (for deaths after 2015)• nil capital gains inclusion for donation of shares on death
(for deaths after 2015)• availability of 164(6) and 112(3.2) loss carryback rules –
private company planning on death
Life Interest Trusts (Spousal Trusts/Joint Partner Trusts/Alter Ego Trusts)
• Life Interest Trusts - trusts for which a deemed disposition occurs on the death of the surviving life interest beneficiary:• spousal and common-law partner trusts • alter ego trusts• joint spousal and common-law partner trusts
• Applies starting in 2016 • No grandfathering – applies to all life interests trusts
starting in 2016 regardless of when the trust created, or whether they can be varied or amended
Life Interest Trusts• New s. 104(13.4): on the death of the life interest
beneficiary (or on the second death for a joint partner trust):• trust has deemed year end at end of day of death, and• all income of trust for shortened year (including any capital gains
realized on the 104(4) deemed disposition) is deemed payable in year to deceased life interest beneficiary
• Result is capital gains on deemed disposition included in the deceased life interest beneficiary’s terminal return; trust claims a deduction for the income
• Tax shifted from Trust to estate of life interest beneficiary
Life Interest Trusts• New 160(1.4) provides that the life interest beneficiary and
trust are jointly and severally, or solidarily, liable for taxes owing as a result of 104(13.4)
• Explanatory Notes (released on October 30, 2014)“Existing subsection 160(2) of the Act empowers the Minister of National Revenue to assess the liability that arises under subsection 160(1.4) against the trust at any time, and it is intended that the Minister apply subsection 160(2), in respect of an amount owing under subsection 160(1.4), as though the trust were liable in the first instance for that amount.”
• So, while income of the trust is included in the terminal return, it is apparently intended that the tax be paid by the trust. How will CRA administer?
• No CRA comment to date.
Life Interest Trusts• If CRA does not enforce payment against trust, tax will be
payable by the life interest beneficiary (who does not have the trust property);
• Can lead to inequities where beneficiaries of estate of life interest beneficiary not the same as beneficiaries of life interest trust.
• Spousal Trusts are commonly used in blended families to ensure surviving spouse provided for while leaving assets to “first” family. The shifting of the tax burden is undesirable.
• What if executors don’t get along? Will litigation be the result?
Life Interest TrustsScenario – Mike and Carol• Mike is married to Carol. It is the second marriage for
both, each having children from their first marriage; they do not have children together. Mike owns property with a fair market value of $1 million and a nominal adjusted cost base; it produces annual income of $50,000.
• Mike dies. Under the terms of his will, Mike establishes a spousal trust for the benefit of Carol for her lifetime, it being intended that she be entitled to the $50,000 of annual income; there is no ability for the trustees to encroach on capital for the benefit of Carol, it being intended that the property be preserved for Mike’s children.
• Carol dies in 2016.
Life Interest TrustsScenario – Mike and Carol• The value of the property in the spousal trust (in Mike’s Will)
remains at $1 million so that there is a $1 million capital gain in the spousal trust as a result of the deemed disposition. This is deemed payable to Carol immediately before her death and is included in her terminal return (tax ~$250,000)
• At the time of her death, Carol also holds property with a fair market value of $1 million and a nominal adjusted cost base. As a result, Carol will also have a $1 million capital gain at the time of her death to include in the terminal return. (tax ~$250,000)
• The residue of Carol’s estate is to be left to her children.• Result: Carol’s estate (her children) bears tax liability of
$500,000. Mike’s estate (his children) bears no tax liability
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Charitable Giving on Death• General Donation Rules:
• Amount of donation credit/deduction normally limited to 75% of net income
• Unused amounts carried forward for 5-10 years depending on property donated
• Current Rules: Gifts made in Will or by designation• deemed to be made immediately before death• credit can be used in date of death return or carried back to
immediately preceding year • income limit increased to100% of income
• Split receipting rules - allow receipting of a gift even though the donor retains an “advantage”
Charitable Giving on Death
New “Default” Rule for gifts on death: • Gifts by individuals in Will, designated gifts, or gifts made
by estate, will be deemed made by the estate at time property actually transferred to charity/donee
• Value of gift = value at time of donation• Estate can carry-forward unused credit for 5 years
• Caution: Need to review existing planning which was premised on donation being deemed to have been made immediately before death!
Charitable Giving on Death
Special Rules for GREs:• If estate is a GRE at time of donation, credit can be
claimed:• By deceased, in year of death or immediately preceding year• By GRE, in year of gift or prior year of the GRE
• 5 year carry-forward should be available if estate continues after GRE status ceases
• Therefore, if gift made in last year of GRE status, could have up to 10 years to use credit.
• Credit can be allocated to different years to maximize use.
Charitable Giving on Death
Special Rules for GREs:• Very important gift is made by GRE (i.e. within 36
months of death) • This may be difficult if there is complex estate, litigation,
etc.• Must ensure GRE does not inadvertently lose its status
before gift made• Property donated must be property acquired by GRE as
a consequence of death. Therefore, cannot fund gift by way of (i) dividends or (ii) borrowed funds.
Planning Implications1. Identify potentially impacted planning
• life interest trusts – how to deal with tax shifting after 2015• Multiple Will planning – do executors get along? Will they cooperate? Need
to file single tax return to qualify estate as GRE?• Charitable gifts on death:
• need to review planning to ensure credit will be available to offset tax liability
• Charitable gifting of assets after life interest trust more complicated • Can existing planning be changed (new Wills, Trusts or donation
arrangements)? • What if testator/settlor is incapable? What if life interest trust already in
place? Can documents be varied by court order? Is capital encroachment possible?
2. Future Planning• Blended families, charitable giving
Thank you!
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Q & A Session
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10 Minute Break
Canada:Economic Outlook After the ElectionWilliam Chin, MBA – Chief Technical Analyst &Portfolio Manager, Caldwell Investment Management Ltd.
www.caldwellinvestment.com Macroeconomic Strategy
Thoughtful Investing
Founded in 1980 by Thomas S. Caldwell, current Chairman
100% employee controlledConservative ApproachActive Management
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Whose Policy is it anyway?
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Potential Impact of the Election
• Canada & the Commodities Super Cycle• Challenges & Opportunities – Canada can lead • Fiscal (Keynesian) Policies• Current Account Deficit
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The Commodities Super Cycle
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Canada’s Challenges
Source: Bank of Canada
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Canada’s Challenges: Mexican Pesos per Loonie
Source: Bank of Canada
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Canada’s Challenges: Current Account Deficits
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Canada’s Challenges: We Need a Lower Loonie
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Canada’s Opportunities: Infrastructure Investment
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Canada’s Opportunities: Infrastructure Investment
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Canada’s Opportunities: Re-vigorate Exports
Source: Bank of Canada
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Source: Industry Canada
Canada’s Opportunities: Small Businesses
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Debt vs Growth
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•
Canada – Debt as % of GDP is manageable(No need to raise taxes!)
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Household Debt as % of GDP
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Canada’s Challenges: High Levels of Household Debt
Source: IMF
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Disclosure
This document is provided for information purposes only, it is not intended to convey investment, legal, tax or individually tailored investment advice. All opinions and estimates contained in this report constitute Caldwell Investment Management Ltd.’s judgment at the time of writing and are provided in good faith. All data, facts and opinions presented in this document may change without notice. Past performance is not a guide to future performance. Future returns are not guaranteed. No use of the Caldwell Investment Management Ltd. (CIM) name or any information contained in this report may be copied or redistributed without the prior written approval of CIM. The information contained in this document is designed to provide you with general information and is not intended to be comprehensive investment advice applicable to the circumstances of an institutional or individual investor. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund and investment mandate investments.
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Technical Tax UpdateDon Scott, FCPA, CA – Tax Partner, Director of Tax Services – Welch LLP
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CORPORATE TAX RATE UPDATE
Federal Small-business Tax Rateo From 11% to 9% (over 4 years)o Impact on Gross-up Factor and DTC
Specified Investment Businesso Changes Needed to Definition?o Access to Small Business Deduction
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NON-ELIGIBLE DIVIDENDS 2015 2016 2017 2018 2019 and
onward
Small Business Tax Rate 11.00% 10.50% 10.00% 9.50% 9.00%
Dividend Gross-up % 18.00% 17.00% 17.00% 16.00% 15.00%
Federal DTC rate 11.02% 10.52% 10.02% 9.51% 9.03%
Top marginal federal tax rate on non-eligible dividends
21.20% 21.62% 22.21% 22.61% 22.96%
Effective federal tax rate 29.89% 29.85% 29.98% 29.96% 29.90%
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TAX FACTS & FIGURES
Link on our website to our Facts & Figures For Tax Preparation & Planning Document:http://www.welchllp.com/wp-content/uploads/2014/10/February-2015-Tax-Facts-and-Figures-English1.pdf
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ONTARIO RETIREMENT PENSION PLAN (ORPP)
“Comparable” workplace plan 3.8% / Max 90K Earnings / $3,286 Combined $12,815 Max Benefit Starts 2017 –
o “Four waves”o Phased combined rates
YR 1 – 1.6%YR 2 – 3.2%YR 3 – 3.8%
Self-employed
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ORPP – “FOUR WAVES” Wave 1:
Large employers (500 or more employees) without registered workplace pension plans. Contributions to start January 1, 2017.
Wave 2: Medium employers (approximately 50- 499 employees) without registered workplace pension plans. Contributions to start January 1, 2018.
Wave 3: Small employers (50 or fewer employees) without workplace pension plans. Contributions to start January 1, 2019.
Wave 4: Employers with a workplace pension plan that is not modified or adjusted to meet the comparability test, as well as employees who are not members of their workplace's comparable plan. Contributions to start January 1, 2020.
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RETIREMENT SAVINGS TFSA
o $10,000 annual contribution limito Effective 2015
RRIFo Minimum withdrawal factor changeso Lower minimum amounts in early years
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CHARITY UPDATE Donations Involving Private Company Shares or
Real Estate Investments in Limited Partnerships by
Registered Charities Gifts to Foreign Charitable Foundations Recap of New Rules for Donations by Will
(2014 Budget Measure)
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Business Incentives UpdateJoshua Smith, CPA, CA – Leader Business Incentives, Welch LLP
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AGENDA
Ontario Interactive Digital Media Tax Credits (OIDMTC)
Apprenticeship Training Tax Credits (ATTC)
Scientific Research and Experimental Development (SR&ED)
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OIDMTC
Qualifying products – old rules
Interactive product that uses two of; text, image, sound
Primary purpose to:
o Educate
o Inform
o Entertain
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OIDMTCQualifying products - new rules
Applicable to products commenced after April 23, 2015
Interactive product that uses two of; text, image, sound
Primary purpose to
o Entertain
o Educate children under 12
Specific exclusions
o Databases, search engines, news, public affairs, opinions, etc.
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OIDMTCEligibility test
• Old all or substantially all test
o 90% or more of product created by the corporation in Ontario
• New 80/25 test starting April 24, 2015
o 80% of total development attributable to remuneration in Ontario
o 25% of development labour attributable to eligible wages of the corporation
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ATTCOld rules
• Up to 45% tax credit
• Maximum $10,000/apprentice/year
• Covers first 48 months of apprenticeship
New Rules (apprenticeships starting after April 23, 2015)
• Up to 30% tax credit
• Maximum $5,000/apprentice/year
• Covers first 36 months of apprenticeship
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SR&ED
• No legislative changes
• Process changes continue
• Five questions approach
• Change in writing style
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SR&ED
Recent cases
• Feedlot Health Management
o “In respect of” has a broad meaning
• 6379249 Canada Inc.
o SR&ED includes incremental improvement
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Proactive Tax PlanningJim McConnery, CPA, CA, TEP – Partner, Welch LLP
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PROACTIVE TAX PLANNING
Why does it matter:
Minimize annual tax
Minimize tax on exit
Address potential transaction matters
Protection for business and family
Simplify estate process
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FUNDAMENTALS
25% rate on gains
Deemed disposition at death can trigger gain
Funding tax at death can be an issue
Annual tax savings based on effective income splitting
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TAX MINIMIZATIONS - CGE
Optimize access to $813,600 lifetime CGE
Shares must meet CGE criteria
Tax savings of ~ $200,000 per CGE
1 CGE is a good thing
Several CGEs is even better
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BENEFITS OF A FREEZE
Goal is to freeze the value of shares held by principal
Future value accrues on common shares and does not increase terminal tax liability
Family trust owns new common shares
Access family member CGEs
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FREEZE Principal owns fixed value control shares of OpCo
Future growth belongs to shares held by trust
Income splitting via trust Principal is a beneficiary of
the trusto Access to future value if
desiredo Trust share value is not
part of terminal tax
OpCo
Trust
Principal Family
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TAX MINIMIZATION - FREEZE
Freeze locks in value of principal’s shares
Estimate tax and plan for funding
Reduce value of freeze shares by redeeming over time
Principal still controls business
Can exit by selling shares held by principal and trust
Trust framework can also facilitate succession planning
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FINANCIAL SECURITY PLANNING Plan now includes a HoldCo as a
trust beneficiary OpCo dollars can move to
HoldCo tax-free Opportunity to accumulate a nest egg
that is separate from business Assists with CGE planning Income splitting via trust Avoids accumulation of funds in OpCo
that may be exposed to creditorsOpCo
Trust
Principal Family
HoldCo
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TRANSACTION PLANNING Assume $11.6 MM gain on sale with $1.6 MM of CGE shelter
Without planning:
o $2.5 MM of tax and $9.1 MM of after-tax funds
HoldCo sale plan
o Tax decreases to approximately $1.25 MM
o $10.35 MM of after-tax funds (½ personally; ½ in holding company)
o Tax deferral of $1.25 million
Hybrid plan
o Share sale to access CGE and an asset sale
o Tax result is dependent on value and nature of business assets
o Ideal if most of the business value relates to goodwill
o Buyer may pay more on an asset deal based on tax shelter created
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SUMMARY
Minimize annual tax
Optimize structure for eventual sale or deemed disposition
Facilitate succession planning
Ideal to plan a minimum of 2 years in advance
Review structure annually
Ensure that sale plan minimizes tax
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TOP 5 STUMBLING BLOCKS TO NEGOTIATING A DEALTRANSACTIONAL PLANNING FOR THE EXIT STRATEGY
Stephan May, MBA – Managing Director, WelchGroup Consulting
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TRANSACTIONAL PLANNING
KEEPING THE DEAL “ON THE RAILS”
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TOP 5 “DEAL KILLERS”
Financials Vendors Customers
Deal Expectations 3rd Party Advisors
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FINANCIALS
EXAMPLE “Please provide sales and profit margins by major product and service offering, by major customer, geographic region, distribution channel by month-to-month for the last 3 years and projected for the next three years”
DATA By:
Date (Day/Month/Year) Business Line
Vendors Employees (Sales Reps/Contractors, etc.)
Customers Distribution Channels
Product/Service Line Geographic Region
BUYERS WANT DATA! ARE YOU READY TO DELIVER?!
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VENDORS
TRANSFERRING VENDOR CONTRACTS CAN BE LIKE MOVING A SHIP.
Be aware that most vendor contracts have automatic break-up clauses in the event of a change in control. Time and again, deals can be killed or delayed because Vendors inability to be flexible or timely in transferring contracts.
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CUSTOMERSYOU’RE SELLING OR BUYING CASH FLOW. HOW “TRANSFERABLE” ARE THE CLIENTS?
It is essential to determine if clients can be transferred to the new party. Potential issues that can complicate the transfer include vendors , contracts, and relationships.
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DEAL EXPECTATION
Whether buying or selling, it is important that management understands the deal and can clearly articulated it to the other party.
HAVE A GAME PLAN, DON’T “WING IT”
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3rd PARTY ADVISORS
Deals can be fun & exciting, and the right advisors can provide invaluable advise. However, having the right advisor, one that is experienced can make all the difference.
TOO MANY CHEFS AND NOT ENOUGH COOKS.
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Q & A Session
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