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Principal Issues: [TaxInterpretations translation] How is the expenditure limit calculated of a CCPC that has acquired control of a corporation that is not a CCPC.
Position: The CCPC's expenditure limit for the taxation year in which it acquires control of the other corporation will be the greater of $500,000 and the total taxable income of all associated corporations for their last taxation year ending in the 2010 calendar year. For the other corporation, this refers to its taxable income for the taxation year from June 30, 2010 to December 30, 2010.
Reasons: The Income Tax Act
XXXXXXXXXX 2011-041797
5 June 2012
Dear Madam,
Subject: Investment Tax Credit-Subsections 127(10.2) and 127(10.6)
This is in response to your email of August 22, 2011, in which you requested our opinion regarding the calculation of the expenditure limit for a corporation that, in a taxation year, acquires control of another corporation.
Unless otherwise indicated, all legislative references herein are to the provisions of the Income Tax Act (the “Act").
In particular, you described a situation where Corporation A is a Canadian-controlled private corporation ("CCPC") as defined in subsection 125(7). Corporation B is a private corporation within the meaning of subsection 89(1). The fiscal period of Corporation A ends on January 31 and that of Corporation B ends on June 30. Corporation A and Corporation B are not related or associated with each other for the purposes of the Act.
Corporation A acquired control of Corporation B on December 30, 2010. The taxation year of Corporation B is therefore deemed to end immediately prior to the acquisition, representing a taxation year of 183 days.
You wish to know how to calculate Corporation A's expenditure limit under subsection 127(10.2) for the taxation year in which it acquires control of Corporation B. You would also like to confirm the application of subsection 127(10.6) in this case.
Our Comments
Subsection 127(10.1) permits the addition of a certain portion of the expenses incurred by a CCPC for scientific research and experimental development ("SR&ED") in a taxation year in computing the CCPC’s investment tax credit at the end of that year. Subsection 127(10.2) defines a CCPC's expenditure limit for a taxation year for the purposes of the calculation.
Subsection 127(10.1) reads as follows:
For the purpose of paragraph (e) of the definition investment tax credit in subsection 127(9), where a corporation was throughout a taxation year a Canadian-controlled private corporation, there shall be added in computing the corporation’s investment tax credit at the end of the year the amount that is 15% of the least of
(a) such amount as the corporation claims;
(b) the amount by which the corporation’s SR&ED qualified expenditure pool at the end of the year exceeds the total of all amounts each of which is the super-allowance benefit amount for the year in respect of the corporation in respect of a province; and
(c) the corporation’s expenditure limit for the year.
With respect to subsection 127(10.2), that provision reads as follows:
For the purpose of subsection (10.1), a particular corporation’s expenditure limit for a particular taxation year is the amount determined by the formula
($8 million - 10A) × [($40 million - B)/$40 million]
where
A
is the greater of
(a) $500,000, and
(b) the amount that is
(i) if the particular corporation is not associated with any other corporation in the particular taxation year, the particular corporation’s taxable income for its immediately preceding taxation year (determined before taking into consideration the specified future tax consequences for that preceding year), or
(ii) if the particular corporation is associated with one or more other corporations in the particular taxation year, the total of all amounts each of which is the taxable income of the particular corporation for its, or of one of the other corporations for its, last taxation year that ended in the last calendar year that ended before the end of the particular taxation year (determined before taking into consideration the specified future tax consequences for that last taxation year), and
B
is
(a) nil, if the following amount is less than or equal to $10 million:
(i) if the particular corporation is not associated with any other corporation in the particular taxation year, the amount that is its taxable capital employed in Canada (within the meaning assigned by section 181.2 or 181.3) for its immediately preceding taxation year, or
(ii) if the particular corporation is associated with one or more other corporations in the particular taxation year, the amount that is the total of all amounts, each of which is the taxable capital employed in Canada (within the meaning assigned by section 181.2 or 181.3) of the particular corporation for its, or of one of the other corporations for its, last taxation year that ended in the last calendar year that ended before the end of the particular taxation year, or
(b) in any other case, the lesser of $40 million and the amount by which the amount determined under subparagraph (a)(i) or (ii), as the case may be, exceeds $10 million.
In the case of associated corporations, item A in the above formula represents the greater of $500,000 and the total taxable income of all associated corporations for their last taxation year that ended in the last calendar year that ended before the end of the year for which the expenditure limit is to be calculated.
In the case of associated corporations, B is the total of all amounts each of which is the taxable capital employed in Canada, as defined in section 181.2 or 181.3, of the particular corporation, or any of those other corporations, for its last taxation year that ended in the last calendar year that ended before the end of the particular year.
Thus, for the purpose of calculating Corporation A’s expenditure limit under subsection 127(10.2) for the taxation year in which it acquires control of Corporation B, the A element of the formula specified in that paragraph will be the greater of $500,000 and the total taxable income of all associated corporations for their last taxation year ending in calendar year 2010. For Corporation B, this refers to its taxable income for the taxation year from July 1, 2010 to the time immediately before the acquisition of control on December 30, 2010, whereas for Company A, this refers to its taxable income for the taxation year from February 1, 2009 to January 31, 2010.
Element B will be equal to nil if the total of the amounts each representing the taxable capital employed in Canada, within the meaning of section 181.2 or 181.3, of Corporation A and Corporation B for their last taxation year that ended in the last calendar year that ended before the end of the particular year is equal to or less than $10,000,000. In all other cases, element B will be $40 million or, if less, the amount of the excess over $10,000,000 of the amount determined under subparagraph (a)(i) or (ii) of element B.
Furthermore, based on the facts you have provided, we do not believe that subsection 127(10.6) is applicable.
These comments do not constitute an advance income tax ruling and are not binding on the CRA with respect to a particular factual situation.
We hope that the above comments will be of assistance and will answer your questions.
Best regards,
François Bordeleau, Advocate
Manager
Business and Trusts Division
Income Tax Rulings Directorate
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