Fwd: Canada Amalgamation

From
Tammi Franzese <tammi.franzese@thekey.com>
To
Teio Senda <TSenda@cwilson.com>
CC
Nina Kani <nkani@thekey.com>, Steve Koyanagi <skoyanagi@thekey.com>, Geraldine Nath <geraldine.nath@thekey.com>, Germaine Daniels <germaine.daniels@thekey.com>, Timothy Thomas <tt@thekey.com>
Date
Tue, 1 Apr 2025 15:41:59 -0400
Folder
INBOX
--0000000000000f0ed60631bcbd58 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Hi Teio, Will you please review the email from our payroll director and let us know your thoughts? Thank you, Tammi Franzese Senior Corporate Paralegal | TheKey Mobile: 123.456.7890 ---------- Forwarded message --------- From: Germaine Daniels Date: Tue, Apr 1, 2025 at 1:51=E2=80=AFPM Subject: Canada Amalgamation To: Tammi Franzese , Legal Cc: Geraldine Nath Hi Tammi, Following up on my conversation yesterday with the Canada Revenue Agency (CRA), they advised that each entity involved in the amalgamation needs to close their existing CRA accounts and obtain a new CRA account and name for TheKey Care, LTD. Additionally, to comply with provincial tax regulations, Legal will need to ensure that all current locations are properly set up with the CRA, EHT (where applicable), and updated WSIB/WCB. As a result of this mid-year amalgamation, employees will receive two T4s=E2=80=94one for = the existing entity and one for the new entity=E2=80=94which will require certa= in statutory taxes for employees and employers to restart. *The CRA does not recommend moving existing employees to Orofresh and then to TheKey Care, LTD, as this would lead to employees receiving three T4s for 2025, potentially creating substantial tax implications for the employer.* Below are comments we received from KPMG regarding this matter: The amalgamation of various Canadian corporations into one entity mid-year will necessitate several considerations for Canadian federal and provincial payroll taxes. I have provided high-level comments for your consideration. Please note that you will need to consider the locations of the employees to determine which provinces the provincial registrations take place, as you cannot remit to another jurisdiction if your employees reside and work in a specific province (i.e., you cannot remit EHT to the BC Ministry for the Ontario-based employees of Arya Healthy Living). Employer Health Tax (=E2=80=9CEHT=E2=80=9D)/Health Tax * Within 40 days of the amalgamation, all registered entities must notify applicable employer health tax department(s) and submit required information, including filing the final EHT/Health Tax Annual returns and paying any outstanding tax amounts. * The Ministry will issue a new EHT/health tax account number for the newly merged entity. There should be no monetary implications from an EHT/Health Tax remittance perspective, depending on the amalgamation method. This is because the tax rate is a flat rate without annual maximums under the various provincial jurisdictions. The tax is imposed on employees=E2=80=99 remuneration under each account. * Whether the ongoing entity remits health tax premiums for employees of the prior entities is merely an administrative consideration as opposed to financial. * By merging the various accounts, we understand that the overall total remittances for all entities will be less co

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