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2010 Ruling 2009-0349141R3- Canada-United States Tax Convention Unedited CRA Tags Article XI and XXIX A(3) of the Canada-United States Tax Convention (1980); Subsection 18(6) of the Income Tax Act Principal Issues: 1) Whether interest arising in Canada and beneficially owned by a resident of the United States is, pursuant to Article XXIX A(3) and Article XI of the Convention, only taxable in the United States; 2) Whether subsection 18(6) applies to certain loans between related Canadian corporations Position: 1) Yes; 2) No Reasons: 1) The interest is income derived in connection with an active trade or business in the United States that is substantial in relation to the activity in Canada giving rise to the income; 2) Subsection 18(4) is not frustrated or circumvented XXXXXXXXXX 2009-034914 XXXXXXXXXX, 2010 Dear XXXXXXXXXX: Re: Advance Income Tax Ruling XXXXXXXXXX (collectively referred to as the "taxpayers") We are writing in response to your request dated XXXXXXXXXX for an advance income tax ruling on behalf of the above-noted taxpayers. ... In this letter, the following terms have the meanings specified below: "Act" means the Income Tax Act, R.S.C. 1985 c.1 (5th Supp.), as amended; "Canco" means XXXXXXXXXX, a corporation incorporated under the Canada Business Corporations Act; "Canadian Finco" means XXXXXXXXXX, a corporation incorporated under the Canada Business Corporations Act; "Canco Group" means Canco, Canadian Finco, Canadian Salesco and Canadian Treasury; "Canadian Salesco" means XXXXXXXXXX, a wholly-owned subsidiary of US Holdco; "Canadian Treasury" means XXXXXXXXXX, a corporation incorporated under the Canada Business Corporation Act; "CRA" means the Canada Revenue Agency; "Fifth Protocol" means the Fifth Protocol to the Canada-United States Tax Convention (1980); "Foreign Finco" means XXXXXXXXXX, a XXXXXXXXXX company and a wholly-owned subsidiary of Foreign Parent; "Foreign Holdco" means XXXXXXXXXX, a XXXXXXXXXX company and a wholly-owned subsidiary of Foreign Parent; "Foreign Parent" means XXXXXXXXXX, a XXXXXXXXXX public company; "Foreign Treasury" means XXXXXXXXXX, a XXXXXXXXXX company and a wholly-owned subsidiary of Foreign Parent; "FP Group" has the meaning described in paragraph 1 of this letter; "GPCo" means XXXXXXXXXX, a wholly-owned subsidiary of US Holdco; "non-resident" has the meaning assigned by subsection 248(1) of the Act; "Primary Loans" means Primary Loan 1, Primary Loan 2 and Primary Loan 3, as described in paragraph 33 of this letter; "related" has the meaning assigned in subsection 251(2) of the Act; "Secondary Loans" means the Secondary Loans 1, Secondary Loan 2 and Secondary Loans 3, as described in paragraph 33 of this letter; "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; "Treaty" means the Canada-United States Tax Convention (1980); "US Group" means US Holdco and any of the corporations that are related to US Holdco and that carry on an active trade or business in the United States; "US Holdco" means XXXXXXXXXX, a wholly owned subsidiary of Foreign Parent; and "US Treasury LP" means XXXXXXXXXX, a limited partnership, as described in paragraphs 18 and 19 of this letter. ...

2012 Ruling 2011-0416821R3- Article XII of Canada-US Tax Convention Unedited CRA Tags 212(1)(d); Article XII- Canada-US Treaty Principal Issues: Whether certain payments from a Canadian payor to an arm's length US corporation are in respect of a franchise Position: No Reasons: This was a factual determination XXXXXXXXXX 2011-041682 XXXXXXXXXX XXXXXXXXXX, 2012 Dear XXXXXXXXXX: Re: Advance Income Tax Ruling XXXXXXXXXX This is in response to your XXXXXXXXXX request for an advance income tax ruling on behalf of the above named taxpayers. ... Definitions In this letter, the following terms have the meaning specified: (a) "Act" means the Income Tax Act, R.S.C. 1985, c.1 (5th Supplement) as amended to the date of this advance income tax ruling; (b) "Agreement" means the License and Distribution agreement to be entered into by Pubco, Parent and Canco; (c) "Canco" means XXXXXXXXXX; (d) "CRA" means the Canada Revenue Agency; (e) "Existing Product" means the XXXXXXXXXX product; (f) "Foreign Country" means the United States of America; (g) "Foreign Exchange" means the XXXXXXXXXX; (h) "New Product" means the XXXXXXXXXX product; (i) "non-resident" has the meaning assigned by subsection 248(1) of the Act; (j) "Parent" means XXXXXXXXXX; (k) "Province" means XXXXXXXXXX; (l) "Pubco" means XXXXXXXXXX; (m) "related persons" has the meaning assigned by subsection 251(2) of the Act; (n) "S Corporation" means a corporation that has elected to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code; (o) "State 1" means XXXXXXXXXX; (p) "State 2" means XXXXXXXXXX; (q) "subsidiary wholly-owned corporation" has the meaning assigned by subsection 248(1) of the Act; (r) "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; (s) "Territory" means Canada; and (t) "Treaty" means the Convention between Canada and the United States of America with Respect to Taxes on Income and Capital signed on September 26, 1980 as Amended by Protocols signed on 14 June 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007. ...

Tax Convention- Article IV(7)(b) Unedited CRA Tags 84(1); 212(2); 212(1)(b); Articles IV(7), X; XI; XXIX-A of the Treaty Principal Issues: 1) Whether Article IV(7)(b) of the Treaty applies to treat the deemed dividend and the interest paid by Canco (a fiscally transparent entity) as not being paid to a resident of the USA. 2) Whether the interest paid by Canco to the US resident will be subject to withholding under subsection 212(1)(b). ... Pubco is a non-resident of Canada and a resident of the U.S. for purposes of the Act and for the purposes of the Treaty; k) "Treaty" means the convention between Canada and the United States of America with respect to taxes on income and on capital signed on September 26, 1980, as amended to the date hereof; l) "U.S. ...

2010 Ruling 2009-0348181R3- Canada-US Tax Convention ("Treaty") Unedited CRA Tags Article XXIX A(3) of the Treaty Principal Issues: Whether interest paid by a Canadian corporation to a United States resident corporation qualifies for treaty benefits under Article XXIX A(3) of the Treaty Position: Yes Reasons: The interest income will be derived by a resident of the United States in connection with an active trade or business carried on in the United States that is substantial in relation to the activity in Canada that gives rise to the income XXXXXXXXXX 2009-034818 XXXXXXXXXX, 2010 Re: Advance Tax Ruling XXXXXXXXXX This is in reply to your letter dated XXXXXXXXXX in which you requested an advance tax ruling on behalf of the above named taxpayer. ... Definitions (a) "Agreement" means the agreement between Parent and Vendors executed on XXXXXXXXXX; (b)XXXXXXXXXX (c) "BCA" means the Business Corporations Act (XXXXXXXXXX); (d) "CAD" means Canadian dollars; (e) "CBCA" means the Canada Business Corporations Act; (f) "Canada Holdco I" means XXXXXXXXXX; (g) "Canopco" means XXXXXXXXXX; (h) "Canopco2" means XXXXXXXXXX; (i) "Canadian Bid Co" means XXXXXXXXXX; (j) "CRA" means the Canada Revenue Agency; (k) "Finco" means XXXXXXXXXX; (l) "Forco1" means XXXXXXXXXX; (m) "Forco2" means XXXXXXXXXX; (n) "For2 Bid Co" means XXXXXXXXXX; (o) "For2 Hold Co" means XXXXXXXXXX; (p) "Loan" means the loan from US Bid Co to Canadian Bid Co, as described in paragraph 31; (q) XXXXXXXXXX (r) "New Canopco" means the corporation formed by the amalgamation of Canadian Bid Co, Canada Holdco I and Canopco; (s) "Parent" means XXXXXXXXXX; (t) "Subco" means XXXXXXXXXX.; (u) "Subco2" means XXXXXXXXXX.; (v) "Target Companies" means the XXXXXXXXXX Group of companies consisting of Canopco, Forco1, Forco2 and USopco; (w) "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; (x) "Treaty" means Canada-United States Tax Convention (1980), as amended; (y) "US Bid Co" means XXXXXXXXXX.; (z) "USD" means United States dollars; (aa) "US GP" means XXXXXXXXXX.; (bb) "USopco" means XXXXXXXXXX.; (cc) "US Vendor" means XXXXXXXXXX.; and (dd) "Vendors" mean collectively XXXXXXXXXX. ...

2009 Ruling 2009-0341681R3- Canada-US Tax Convention ("Treaty") Unedited CRA Tags 84(1); 212(2); 245; Articles IV(7) and X of the Treaty Principal Issues: 1) Whether a subsection 84(1) deemed dividend is a dividend within the meaning of Article X(3) of the Treaty; 2) Whether Article IV(7)(b) of the Treaty applies to treat the dividend as not being paid to or derived by a resident of the United States Position: 1) Yes; 2) No Reasons: 1) Definition of "dividends" in Article X(3) is broad enough to include a subsection 84(1) deemed dividend; 2) Article IV(7)(b) does not apply because the deemed dividend is subject to the same treatment under the taxation laws of the U.S. as it would be if the dividend payer were not fiscally transparent XXXXXXXXXX 2009-034168 XXXXXXXXXX, 2009 Dear XXXXXXXXXX: Re: Advance Income Tax Ruling XXXXXXXXXX (the "Taxpayers") This is in response to your XXXXXXXXXX request for an advance income tax ruling on behalf of the above-noted taxpayers. ... X" means XXXXXXXXXX; (j) "paid-up capital" has the meaning assigned by subsection 89(1) of the Act; (k) "Partnership" means XXXXXXXXXX (l) "Province" means the Province of XXXXXXXXXX; (m) "S Corp" means XXXXXXXXXX.; (n) "related persons" has the meaning assigned by subsection 251(2) of the Act; (o) "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; (p) "taxation year" has the meaning assigned by subsection 249(1) of the Act; (q) "Treaty" means the Convention Between Canada and the United States of America With Respect to Taxes on Income and Capital Signed on September 26, 1980 as Amended by the Protocols Signed on June 14, 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007; and (r) "United States" means the United States of America. ...

Tax Convention ("Treaty") Unedited CRA Tags 84(1); 212(2); Articles IV(7), X and XII of the Treaty Principal Issues: 1) Whether a subsection 84(1) deemed dividend is a dividend for the purposes of Article X of the Treaty; 2) Whether Article IV(7)(b) of the Treaty applies to treat a subsection 84(1) deemed dividend as not being paid to or derived by a resident of the United States; 3) Whether Article IV(7)(b) of the Treaty applies to treat certain royalty payments as not being paid to or derived by a resident of the United States Position: 1) Yes; 2) No; 3) No Reasons: 1) The definition "dividends" in Article X(3) of the Treaty is broad enough to include a subsection 84(1) deemed dividend; 2) Article IV(7)(b) does not apply because the deemed dividend is subject to the same treatment under the taxation laws of the United States as it would be if the dividend payer were not fiscally transparent; 3) Article IV(7)(b) does not apply because the royalties are subject to the same treatment under the taxation laws of the United States as they would be if the royalty payer were not fiscally transparent. ... In this letter, the following terms have the meanings specified below: "Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c.1, as amended; "Agreement" means the XXXXXXXXXX License Agreement, as described in Paragraph 10; "Canco" means XXXXXXXXXX, an unlimited liability company under the Companies Act; "Code" means the Internal Revenue Code of 1986 (United States), as amended; "Companies Act" means the Companies Act (XXXXXXXXXX); "Merger" has the meaning ascribed to in Paragraph 2; "Paragraph" means a numbered paragraph in this letter; "PUC Increase" has the meaning ascribed to in Paragraph 14; "PUC Reduction" has the meaning ascribed to in Paragraph 14; "Qualifying Person" has the meaning ascribed to in Article XXIX-A(2) of the Treaty; "Royalty" means the fee payable under the Agreement, as described in Paragraph 10; "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; "Treaty" means the Convention Between Canada and the United States of America With Respect to Taxes on Income and Capital Signed on September 26, 1980 as Amended by the Protocols Signed on June 14, 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007; "US Holdings" means XXXXXXXXXX; "US Parent" means XXXXXXXXXX.; and "US Subco" means XXXXXXXXXX. ...

Project History and the Convention 14. On XXXXXXXXXX, Corporation X entered into the Convention. ... Pursuant to the assignment of the XXXXXXXXXX and XXXXXXXXXX of the Convention, OpCo acquired and assumed all the rights and obligations of Corporation X under the Convention. 19. Pursuant to XXXXXXXXXX of the Convention, following the completion of the XXXXXXXXXX phase, OpCo must apply for the Permit which will allow for the further XXXXXXXXXX and XXXXXXXXXX. 20. ...

Convention de licence 8. XXXXXXXXXX conclura une Convention de licence avec la Société en commandite afin de lui accorder une licence pour l'utilisation, l'exploitation et la commercialisation des résultats découlant des activités de RS&DE. ... La durée de la Convention de licence sera d'une durée de XXXXXXXXXX années à compter de sa ratification par toutes les parties. La Convention de licence sera reconduite indéfiniment. Toutefois, chaque partie, pourra, dans un préavis de XXXXXXXXXX jours, y mettre fin. 12. ...

XXXXXXXXXX Opérations projetées La Convention de mandat 7. Une entente que les Employeurs, Entité M et Entité N ont désignée comme étant une convention de mandat (ci-après " la Convention de mandat ") interviendra avant le XXXXXXXXXX entre les Employeurs, Entité M et Entité N. ... En vertu de la Convention de mandat, Entité M va ouvrir un ou plusieurs comptes bancaires ou de courtage auprès d'institutions financières. L'ensemble de ces comptes est défini comme le " Fonds " dans la présente et dans la Convention de mandat. ...

CONVENTION DE SERVICES 20. La Société conclura une Convention de services avec chacune des Sociétés contractantes. ... La durée de la Convention de services sera de 12 mois, à l'exception de la première année qui débutera à la date de la ratification de la Convention par les parties et se terminera le XXXXXXXXXX de la même année civile. ... Aussi longtemps que la Convention de services est en vigueur, chaque Société contractante devra maintenir son statut de SCI et de SPCC. ...