Wednesday, June 19, 2013

Attack on Testamentary Trusts


The federal government has released a discussion paper on the taxation of testamentary trusts.  The discussion paper contains proposed tax changes that, if enacted, would make these types of trusts less useful for Canadian families.

A testamentary trust is a trust that is established on death.  Most often, it is established in a will.  A testamentary trust can also be established as part of a life insurance beneficiary designation.

Currently, testamentary trusts pay income tax at graduated rates (as do living individuals).  The government proposes to make the trusts pay tax at a flat rate on each dollar of income.  The rate would be equal to the highest applicable marginal tax rate (curently 43.7% in British Columbia on interest income).

The discussion paper presumes that wealthy individuals, as they die, are creating multiple testamentary trusts in order to reduce income tax for their heirs.  However, the Canada Revenue Agency (the “CRA”) already has tools to deal with individuals who create multiple testamentary trusts.  If a deceased creates a series of testamentary trusts and the trusts are conditioned so that the income will ultimately accrue to the same group or class of beneficiaries, the trusts are considered to be a single trust and have to share a single set of graduated rates.

The proposed rules will most likely prevent low-and-middle-income Canadians from using testamentary trusts to benefit their heirs.

For example, spouses often try to split income during their lifetimes.  On the death of the first spouse, however, income-splitting comes to an end.  If the deceased spouse simply gifts assets to the surviving spouse, all income from those combined assets will increase the taxable income of the surviving spouse and push the surviving spouse into a higher tax bracket.  A testamentary trust allows the surviving spouse to continue to manage tax obligations in the same way as when both spouses were living.  This reduces the financial burden caused by the death of the first spouse.

Testamentary trusts are also used for the benefit of vulnerable persons who are unable to wisely manage money.  This could be due to a variety of reasons, including a gambling addiction, a substance abuse problem or a simple lack of ability -- issues that will not allow the individual to qualify for the disability tax credit (special rules apply to trusts for individuals who qualify for the disability tax credit).  In order to protect such individuals (from themselves and from those who would prey on them), a parent will often leave funds in a testamentary trust created on death so that income accumulates in the trust and is distributed only as and when needed.  If a trustee had to distribute all income to the beneficiary in order to avoid having that income taxed at the top rate, the trustee would be in a terrible dilemma.  Does the trustee distribute all the income so that it is taxed at the beneficiary’s lower rate (but with the risk that the extra income might do more harm than good) or does the trustee pay the top rate of tax on the income (which reduces the ability of the trust to build up the trust capital for future emergencies)?  A beneficiary who cannot handle money will usually want the funds out of the trust and may well bring a court action against the trustee for retaining the income and causing the income to be subject to an unreasonably high tax rate.

The proposed changes threaten to further erode the ability of a spouse or parent to make provision for a surviving spouse or child in the way that the spouse or parent considers most appropriate.  Anybody who wishes to object to the proposals should email objections to trusts-fiducies@fin.gc.ca by no later than December 2, 2013.  The discussion paper itself can be viewed at http://www.fin.gc.ca/activty/consult/grt-itp-eng.asp.

Blair P. Dwyer



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The above article provides general commentary of an educational nature. It does not constitute advice for any specific person or any specific set of circumstances. Because circumstances vary, readers should consult professional advisers in order to obtain advice that is applicable to their specific circumstances.

Tuesday, April 2, 2013

Capital Gains Exemption Increase


In the 2013 federal budget, the government announced its intention to increase the capital gains exemption from $750,000 to $800,000 and to increase the exemption level annually by inflation.  These changes will be effective in 2014.  Maximizing the advantage of this exemption, however, might require some corporate restructuring.
Under the current capital gains exemption, each individual resident in Canada can realize up to $750,000 (to be $800,000 in 2014) in tax-free capital gains on the sale of qualifying properties.  Subject to the fine print of specific rules, qualifying property consists of the following.
  • Shares of a private Canadian corporation (an “active business corporation”) that uses substantially all its assets (measured by fair market value) in the course of carrying on an active business in Canada.
  • Qualifying commercial farm property.
  • Qualifying commercial fishing property.

This article will concentrate on how the exemption applies to a sale of shares of an active business corporation.
A private Canadian corporation qualifies as an active business corporation only if, at the time of the sale of its shares, the corporation meets two separate assets tests.
  • At the time of sale, the corporation must use “substantially all” its assets in the course of carrying on an active business in Canada.  The Canada Revenue Agency interprets “substantially all” as 90%.
  •  Throughout the 24 months preceding the sale, the corporation must have used at least 50% of its assets in the course of carrying on an active business.

The asset tests means that shares can cease to qualify for the exemption if the corporation is too successful.  For example, an active business corporation pays a 13.5% tax rate on its first $500,000 of profit.  If the corporation earns $100 in profit and retains that cash, it has $86.50 in after-tax profit to invest.  If the corporation pays that $86.50 as a dividend to an individual, the individual will have to pay income tax on the dividend and the after-tax cash will be reduced to about $56.  In order to defer this second level of tax, the owner of the corporation might decide to keep the surplus cash inside the corporation.  However, that surplus cash will be an investment asset rather than an active business asset.  This is the case even if the cash is being accumulated for future expansion because the cash is then being accumulated for a future (not a current) business use.
If a buyer offers to buy the shares, therefore, the corporation will not qualify for the exemption.  While it might be possible to purify the corporation by paying a dividend to the owner, this will be a taxable dividend.  As well, this will be possible only if the non-active assets have not exceeded 50% of the corporate assets at any point during the preceding 24 months.
In such a case, it is wise to segregate the surplus cash inside a separate holding corporation well in advance of any future sale of shares.  Properly structured, it is possible to pass surplus cash on a tax-deferred basis to a holding corporation and invest the surplus funds inside the holding corporation.  As a result, the holding corporation will be able to invest $86.50 for each $100 of business profit and the shares of the business corporation will not cease to qualify for the capital gains exemption.
In any restructuring of a corporation, it is also important to consider whether other family members should also hold shares of the business corporation.  The exemption is available on a per-shareholder basis.  If the future value of the business might exceed $800,000, it might be advantageous for other family members to have an interest in the business corporation shares.  Other family members can be given an indirect interest in shares held inside a family trust and still qualify to claim the exemption on a sale of shares by the family trust.  This can allow the entrepreneur to retain control of the business corporation.
The increase in the capital gains exemption level is a welcome announcement.  In order to take advantage of the exemption, however, it is important to consider the current corporate structure and any changes that may be necessary in that structure.  If changes are necessary, those changes need to be implemented well in advance of any contemplated sale of shares.  In most cases, it will be too late to change the structure once the corporation is put up for sale.
Blair P. Dwyer



Visit the Dwyer Tax Law web site
for information about our services and lawyers' profiles.


The above article provides general commentary of an educational nature. It does not constitute advice for any specific person or any specific set of circumstances. Because circumstances vary, readers should consult professional advisers in order to obtain advice that is applicable to their specific circumstances.