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Inside Back Cover Doing Business in Canada 2011 Doing Business in Canada 2011 Baker & McKenzie LLP Brookfield Place, 181 Bay Street Bay/Wellington Tower Suite 2100 Toronto, Ontario, Canada M5J 2T3 All of the information included in this publication is for informational purposes only, and may not reflect the most current legal developments, judgments, or settlements. This information is not offered as legal or any other advice on any particular matter. The Firm and the contributing authors expressly disclaim all liability to any person in respect of anything, and in respect of the consequences of anything, done or not done wholly or partly in reliance upon the whole or any part of the contents of Baker & McKenzie’s Doing Business In Canada publication. No client or other reader should act or refrain from acting on the basis of any matter contained in this document without first seeking the appropriate legal or other professional advice on the particular facts and circumstances. Baker & McKenzie LLP, an Ontario limited liability partnership, is a member of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. The content of this publication is accurate as at July 2011. © 2011 Baker & McKenzie Doing Business in Canada Table of Contents 1. Constitutional Matters ................................................................ 1 2. Establishment of Business.......................................................... 3 2.1 Canadian Corporate Law............................................... 3 (a) Canadian Corporations.........................................3 (b) Incorporation Procedure.......................................3 (c) Corporate Formalities...........................................4 (d) Auditors and Public Disclosure of Financial Information...........................................................5 (e) Unanimous Shareholders’ Agreements ................5 (f) Unlimited Liability Companies ............................5 (g) Branch Operations................................................6 2.2 Partnerships ................................................................... 6 (a) Introduction ..........................................................6 (b) Formation of the Partnership................................6 (c) Limited Partnership ..............................................7 3. Income Taxation......................................................................... 9 3.1 Introduction ................................................................... 9 3.2 Basis of Taxation........................................................... 9 (a) Residents ..............................................................9 (b) Non-Residents ....................................................10 3.3 Rates of Taxation ........................................................ 11 (a) Individuals..........................................................11 (b) Corporations.......................................................11 (c) Small Business Deduction..................................11 (d) Tax Credit for Manufacturing and Processing Income................................................................12 (e) Other Tax Credits ...............................................12 3.4 Calculation of Income ................................................. 12 Baker & McKenzie i (a) Loss Utilization ..................................................12 (b) Depreciation and Recapture ...............................13 (c) Deductibility of Expenses ..................................14 (d) Interest Deductibility..........................................14 (e) Loans to Non-Residents .....................................15 3.5 Income from Foreign Affiliates................................... 15 3.6 Withholding Tax ......................................................... 16 (a) Dividends ...........................................................17 (b) Rental Income from Real Property.....................17 (c) Royalties.............................................................17 (d) Interest................................................................18 (e) Services Rendered in Canada .............................18 (f) Services Rendered by the Non-Resident in its Own Country ......................................................19 (g) Management and Administration Fees...............19 3.7 Branch Tax .................................................................. 20 3.8 Capital Tax .................................................................. 21 3.9 Partnerships and Joint Ventures .................................. 21 3.10 Foreign Tax Credits..................................................... 21 4. Sales Tax .................................................................................. 23 4.1 Federal Goods and Services Tax/Harmonized Sales Tax ..................................................................................... 23 (a) General ...............................................................23 (b) Registration Requirements .................................25 (c) Imports ...............................................................27 (d) Exports ...............................................................27 4.2 Provincial Sales Taxes and Ad Valorem Taxes ........... 28 (a) General ...............................................................28 (b) PST and QST Registration Requirements ..........29 5. Transfer Pricing........................................................................ 31 6. Customs and International Trade ............................................. 35 ii Baker & McKenzie Doing Business in Canada 6.1 Process of Importation ................................................ 35 (a) Business Number – Importer/Exporter Account Number...............................................................35 (b) Customs Brokers ................................................35 (c) Tariff Classification of Imported Goods ............35 (d) Valuation of Imported Goods.............................36 (e) Tariff Treatment .................................................37 6.2 Import Controls ........................................................... 37 6.3 Export Controls ........................................................... 37 6.4 Controlled Goods Program.......................................... 38 6.5 United Nations Act, the Special Economic Measures Act, and the Freezing Assets of Corrupt Foreign Officials Act ................................................................ 39 6.6 The NAFTA ................................................................ 40 7. Regulation of Foreign Investment............................................ 41 7.1 Introduction: Notification and Approval Procedures under the Investment Canada Act ............................... 41 (a) Notifiable Transactions ......................................41 (b) Reviewable Transactions....................................42 (c) Investment by State Owned Enterprises.............43 (d) National Security................................................43 8. Competition Act ....................................................................... 45 8.1 General ........................................................................ 45 (a) Criminal Offences ..............................................45 (b) Non-Criminal Offences ......................................45 (c) Civil Rights of Action ........................................45 8.2 Mergers ....................................................................... 46 8.3 Price-Fixing and Cartels.............................................. 48 8.4 Bid-Rigging................................................................. 48 8.5 Resale Price Maintenance ........................................... 48 Baker & McKenzie iii 8.6 Misleading Advertising and Deceptive Marketing Practices ...................................................................... 49 8.7 Other Non-Criminal Reviewable Matters ................... 50 9. Advertising and Labelling of Goods for Sale........................... 51 9.1 Introduction ................................................................. 51 9.2 Consumer Packaging and Labelling Act and Regulations ..................................................................................... 51 (a) Net Quantity Declaration....................................51 (b) Product Identity Declaration ..............................52 (c) Dealer Declaration..............................................52 9.3 Imported Goods Regulations/Country of Origin Claims ..................................................................................... 52 9.4 Product Specific Legislation ....................................... 53 (a) The Food and Drugs Act and Regulations .........53 (b) Hazardous Products............................................55 (c) Electrical Equipment ..........................................56 (d) Textiles...............................................................56 (e) Jewellery.............................................................57 (f) Environmental Labelling....................................57 (g) Product Stewardship/Waste Diversion...............57 9.5 Standards ..................................................................... 58 9.6 Advertising/Marketing
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