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by philiphodgen 3516 days ago
I hope the accounting firm explained why there might be a problem and how to fix it. That would be the mark of a trusted advisor. "Oh, you might have cancer! Bye!"

The reason for your problem is that a human working in the USA is "doing business". And if the human is a company's employee, then the "doing business" attribute belongs to the employer. This is standard principal-agent theory.

There are a couple of ways around this. One is the income tax treaty. It says, interpreted, "you don't have to worry about US tax if you don't have a _permanent establishment_ in the USA". That magic phrase is jargon and means an office or factory etc. a single human wouldn't necessarily be a "permanent establishment".

Unfortunately the Canada/USA treaty was amended in 2010 to put companies like yours at risk. (Ask Mr Google about the Fifth Protocol). Now, a single human's presence can be a "permanent establishment" subjecting the employer to income tax.

There is a day-count test. Too many days in the USA for that human and the Canadian employer is doing business in the USA. The reverse is true for US employers with Canadian-located employees.

So a sane employer will not rely on the treaty.

A sane company will spin up a little US corporation, wholly owned by the Canadian corporation. The only thing this US corporation does is hire the US employee and provide the results of that employee's labour (see what I did there?) to the Canadian corporation.

The US corporation runs at break-even profitability. It pays no tax but spawns a buttload of tax paperwork on both sides of the border. By "buttload" I mean that I wouldn't be surprised if it adds $10,000 per year to overhead to do this.

You can question the sanity of your diplomats and government bots now. The US and Canadian diplomats who negotiated the Fifth Protocol made it more expensive to hire people across the border.

I am an international tax lawyer. But right now I am eating a carne asada burrito at Lucky Boy.

3 comments

I love how the "sane" solution is making a corporation and generating a "buttload" of paperwork
This is great info thanks.

The firm's suggestion was "comply or be at serious risk" Because it adds a ton of filing overhead, it seems to be the most beneficial option for them. That's why I thought to post here.

I'll reach out to you directly, if you are available to discuss this further.

Happy to chat about this.

I have done this type of structure MANY times, for humans and for payment processing.

EDIT: also, I completely missed your reference to State taxation, and when SaaS stuff is taxable/not taxable. Yeah. State taxation is painful, because the tax is low but the pain for screwing it up is high. On the other hand, the rules are arbitrary and unpredictable, so you have that going for you.

If someone followed this strategy, is there any risk of the employee being reclassified as an employee of the original Canadian corp by the US, since it could be considered a loop hole or getting around the spirit of the law?
In theory this risk exists. If you (the owner of the corporation) behave as if it does not exist, then the tax authorities will likely see it that way, too. If this happens (the U.S. corporation is disregarded) then the Canadian corporation will be treated as doing business in the USA via its agent (the employee of the U.S. corporation).

This is why corporations are expensive. "Meh paperwork". But the first thing the IRS asks for when they start an audit is the minute book to show the meetings of the Board of Directors and the meetings of the shareholders.

Moral of the story: if you're not willing to pay for maintenance, don't buy a Ferrari.

Moral of the story: OCD and anal-retentive behavior are rewarded in TaxWorld. Pragmatism and "good enough" are punished. :-)