9 April 1998 Internal T.I. 9804806 - CDA ELECTION

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the Department.

Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle du ministère.

Principal Issues: Whether the certification area on the prescribed form is sufficient to certify a photocopy as a certified copy of the original director's resolution

Position: no

Reasons: The certification area does not certify that the photocopy is a true copy of the original resolution

			                                                          				     	April 9, 1998

B. Holloway	                                               Headquarters
	Director	                                                     Corporate Reorganizations
	Business Returns Processing Division	              Section
	T2 Processing Section	                                   F. Francis

	Attention:  John Pardy                                  	980480

Section 2101 of the Income Tax Regulations (the "Regulations")
Certified Copy of Directors' Resolution

This is in reply to your memorandum of February 20, 1998, wherein you requested our comments concerning the requirements under section 2101 of the Regulations which relate to the election under subsection 83(2) of the Income Tax Act (the "Act"). In particular, paragraph (b) of section 2101 of the Regulations provides that, where the directors of a corporation are legally entitled to administer the affairs of the corporation, a certified copy of their resolution authorizing the election to be made should be filed together with the prescribed form T2054.

You have advised that it has been your administrative practice to accept a photocopy of the original resolution provided that an officer of the corporation provides a signed statement on the photocopy that it is a true copy of the resolution. Further, if an officer of the corporation provides a signed statement on a separate document that the photocopy is a true copy of the resolution, you would accept the photocopy as having been certified. An accounting firm has queried the strictness of the Department's requirements. They have suggested that, if they submit a photocopy of the original resolution, the wording in the certification area of the T2054 should be sufficient for you to consider the photocopy as a certified copy.

You would like our opinion as to whether the Department should accept an unsigned photocopy of the resolution as being a certified copy when only the certification area of the prescribed form has been signed.

In our view, the certification area of T2054 does not certify that the photocopy of the resolution is a true copy of the original director's resolution and, accordingly, we would not recommend that you modify your administrative practice as suggested by the accounting firm.

for Director
Reorganizations and International Division
Income Tax Rulings and
Interpretations Directorate
Policy and Legislation Branch

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