and Revenue Administration
||Alberta Treasury Board and Finance, Tax and
|For more information:
CT-15R2 / July 2012
CORPORATE TAX ACT INFORMATION CIRCULAR:
NOTE: This information circular is intended to explain legislation and provide specific information. Every effort has been made to ensure the contents are accurate. However, if a discrepancy should occur in interpretation between this information circular and governing legislation, the legislation takes precedence.
This information circular explains the requirement for, and issuance of, clearance certificates before corporate assets are distributed. The topics include:
- The Alberta Corporate Tax Act (the Act) requires that any person (representative) who is an assignee, liquidator, administrator, receiver, receiver-manager or any other such person (except a trustee in bankruptcy) obtain a clearance certificate from the President of Treasury Board and Minister of Finance before distributing the assets of a corporation. Tax and Revenue Administration is designated to act on the President and Minister’s behalf.
- The reference to "any other such person" includes any person acting in the capacity of liquidator whether the appointment was made formally or informally. It would therefore include such persons as an auditor, director, officer or other person who had assumed the responsibility for the liquidation. The facts of each case will determine whether or not a particular person is identified under the Act.
- The certificate confirms that all amounts described below have been paid or security for the payment of the amounts has been accepted by the Minister. These are:
a) any amount for which the corporation is liable under the Act for the taxation year
in which the distribution is made or any preceding taxation year; and
b) any amount for which the person is, or can reasonably be expected to become, liable to
Tax and Revenue Administration (TRA) in the person's capacity as the corporation's
- If the representative does not obtain a clearance certificate and distributes any of the property under his/her control, the representative will be personally liable for the payment of any amounts described above, up to the value of the property distributed.
- A clearance certificate is not required where the assets of a subsidiary are wound up into the parent as the parent assumes the debts of the subsidiary. A clearance certificate is also not required where there is an amalgamation as the successor corporation is responsible for the debts of predecessor corporations.
- Generally, TRA only issues a clearance certificate for Alberta purposes after a clearance certificate has been granted by the Canada Revenue Agency (CRA) for federal purposes. In some instances, where a distribution is urgently required, TRA may accept the request at the same time as the request is made to the CRA.
- The request for an Alberta clearance certificate, along with a copy of the federal
clearance certificate, should be sent to TRA:
Filing Compliance and Collections Unit
Tax and Revenue Administration
9811 109 ST
EDMONTON AB T5K 2L5
- Before granting a clearance certificate, TRA verifies that:
a) a copy of the federal clearance certificate has been received;
b) where applicable, a final Alberta return has been filed;
c) no objections or appeals are outstanding for the corporation;
d) no audit action is outstanding or contemplated;
e) no reassessment actions are outstanding that would result in an adjustment to the
amount for which the corporation is liable under the following acts administered by TRA:
the Alberta Corporate Tax Act, the Fuel Tax Act, the Tourism Levy Act or the Tobacco Tax
f) all outstanding liabilities under the above acts have been paid or security for the
amounts outstanding has been accepted.
- The final return noted in paragraph 8. b) above is for the period up to and including the time of actual distribution of property. The completion of a return for this period may be difficult without knowing the actual date of the distribution. This date may be uncertain because the date of distribution may itself depend on the assessment of the return and the issuance of a clearance certificate.
- To resolve this situation, TRA may consider a return filed prior to the distribution of property to be the final return if it is established that all significant revenue-producing activities of the corporation have essentially stopped. To do this, the representative may, for example, ensure that all monies are in non-interest-bearing bank accounts or that all assets are put into a trust on behalf of the shareholders. The assessment covering this final period would then be arranged to allow a clearance certificate to be issued before the property is distributed.
- Where the corporation is exempt from filing an Alberta return, TRA requires that a final return has been filed with the CRA.