请问各位: 去年11月我和LG成立了一个partner的有限公司,有些关于tax的问题请教:

爱逛公园 · 发表于 2010-4-30 08:13

去年成立的公司，因为很多原因，业务至今还没有开展，没有收过别人GST，只有些购入设备等的开销（有GST）。现在发现对tax是两眼抓瞎，问题太菜鸟了，还是希望有人能解答一下。

1，刚发现我们的“Goods and Services Tax/Harmonized Sales Tax (GST/HST) Return for Registrants”表还没有填。税务局的信里说对于2009“reporting period”Due Date “2010-03-31”（汗一吧，很早收到信，都忽略了）。我们还没有收到过GST，现在晚了再填，税务局会怎么样？我们有些“input tax credits -ITCs”，如果我们今年补填表，都填“0”，今年先不claim，明年再填，可以吗？我在CRA上稀里糊涂地看，大概可以四年内“claim”，确切吗？

2，对于我这种small business的公司，必须设立公司帐户吗？

3，另外公司的营业报税（又汗，不知道CRA怎么叫，都不好查），是满一年（12个月）再保税，还是想GST那样要3月底或者每年什么时间？

4，另外是关于accounting的，我需要准备什么形式的bookkeeping 之类（不知道怎么说，就是公司的资金出入帐目），以备以后保税和audit？因为考虑自己简单弄一弄，可以用什么软件？在什么地方找资料可以让我看看入门？

说了一大堆，希望有人可以指点迷津。拜谢。

urspace · 发表于 2010-5-1 18:25

partner的有限公司是什么意思？proprietorship, partnership还是incorporated？根据你的问题我猜是incorporated ltd company

第一个问题，一般收入大于30k才需要GST number，不到30k的sales，你们大可cancel掉GST Number，如若不想cancel，你们最好file a nil return，全部填0交上去。

第二个，如我所说，如果incorporated，你们100%会被要求有公司账户，不可能没有，注册公司的时候就要有了，到这里我又看不懂你的公司性质了。

第三个，不懂营业报税是什么，incorporated公司有3种税，满一年报的是corporat tax，分provincial和federal，是根据fiscal year来报，注意这里不是calender year，你们需要专业报税软件来报这项。

第四个，bookkeeping不仅仅是为了报税audit，自己简单弄弄是可以的，不过你们最好找个pro的人教下，这属于technical的工作，有很多很多会计知识包含在里面。

说了一大堆，我也不知道你的公司是什么性质的。

精打细算 · 发表于 2010-5-1 23:12

如果第一年总营业额少于3万，可以好好和税务局聊，问题不大。但要赶紧开GST 户口。
公司性质也很重要，有些行业不用管GST。

不懂最好找会计问问，搞不好会令自己惹麻烦。人家收费是有其存在价值与道理的。

爱逛公园 · 发表于 2010-5-3 08:33

我就是搞的糊里糊涂的，公司是partnership，不是corporate.

Hills · 发表于 2010-5-3 09:22

1. there are three kinds of partnerships:
General Partnership, Limited Partnership, and Public-Private Partnership
See details on http://www.alberta-canada.com/investlocate/1012.html
2. See the article:
PROPRIETORSHIP, PARTNERSHIP AND INCORPORATION
By Jay Chauhan
LEGAL FORMS OF BUSINESS ORGANIZATIONS
There are three basic ways in which a business organization can exist, namely a sole
proprietorship, a partnership, and a corporation. A sole proprietorship is where one person
using his own name or any other name, conducts business. In a partnership, there are two or
more persons carrying on a business activity under their own names or the name of a
partnership. Incorporations are for legal purposes and entirely separate, legal entity created by
law and can be used by a single person or more persons together.
SOLE PROPRIETORSHIP
If a one-man operation uses a name different that his own, he must register this name under the
Partnerships Registration Act at 555 Yonge Street, Toronto. The form is relatively simple, and it
can be done by the individual at a minimal cost of $10.00. In case of financial difficulties, the
individual remains personally liable and his home and personal assets can be used to satisfy a
judgement. The registration lasts for five years, and must be renewed at expiry.
It is possible for a sole proprietor to call his business by a name such as "ABC Company". The
fact that the word "company" is used does not provide any extra legal protection as
incorporation does, and this is commonly misunderstood by many. For tax and legal purposes,
the sole proprietor is the same as the individual, even if he uses a different name.
PARTNERSHIP
Where two or more persons are engaged in a business activity, it is known as a partnership.
Like a sole proprietorship, they must register the business name if names other than their own
are being used to conduct the business activity. The same provisions of registration apply and
each partner must sign this form and such declaration lasts five years. Here again, if the word
"company" is used at the end of the name, it provides no extra protection, like incorporation.
Each partner remains fully liable for the debts of the partnership, regardless of which partner
incurred the liability. In case of financial difficulties, the judgement can be enforced against
each and every partner and if any one partner does not have any monies, the other partner who
has the property and personal belongings and a house, he would have to meet the liability.
Each partner is liable too pay tax on his share of the profit made. For legal purposes, the
liability is full, despite the percentage of partnership interest.
2
It is very desirable for the partners to have a partnership agreement, which sets out the basic
terms of the partnership arrangement, including what business will be conducted, profit and
loss sharing formula, whether the partnership will continue the death of a party, where the
account of the partnership will be maintained, and if any partner is to be employed full-time,
what salary he may expect. If a partnership agreement is not provided, the provisions of the
Partnership Act will apply, and in such events, the partnership will dissolve, for example, on
the death of a partner. The partnership agreement also would provide for a formula by which
upon disagreement, a party could withdraw from the partnership. Where no agreement is
provided, any partner could simply register dissolution of partnership and terminate the
partnership arrangement. Legal advice is desirable in drafting a partnership agreement.
In case of failure of a partnership to register a business name, no action can be brought by the
partnership to sue a defendant, who fails to pay them.
INCORPORATION
Incorporation is often called a limited company. When a corporate body is formed, it creates a
separate legal person, and has a different legal existence than the person or persons who formed
that legal entity. A corporation may be identified by using the words "limited", "incorporated",
or "corporation".
The word "limited" correctly describes the idea of limited liability, when a corporation is
formed. Unlike the sole proprietorship and partnership when a corporation is formed, the
individual or the persons forming it are only liable for the amount of investment made by them,
in the corporation. In case of financial problems arising, the judgment can be enforced only
against the assets and property owned by the corporation, and the assets of the individual and
his home cannot be touched. This is the most important reason for forming a corporation, as
most people wish to protect their personal assets against the risks of the business.
A corporation offers a variety of tax planning benefits. The most common benefit derived is the
possibility in a small company, of splitting the income between the husband and the wife.
Under the attribution rules of the Income Tax Act, the income derived by the wife is deemed to
be that of the husband, but where a corporation is formed, and the wife works for the
corporation, it is legally possible for the husband to divert a certain amount of income to the
wife, provided that she is doing some work in the company.
A corporation is also in effect, an estate-planning vehicle. By issuing common shares to
children in trust, the growth value of the shares of the corporation can be transferred to the
children without incurring inheritance taxes under Succession Duty Act, and Income Tax Act.
A corporation can be formed either under the Canada Business Corporations Act, or the
Provincial Legislation, and in Ontario, the Ontario Business Corporations Act. A federal
company is desirable where it may, in the future, have head offices in various provinces. A
federal company does not require extra-provincial licenses to operate in different provinces. It
does require, however in Ontario, a Licence In Mortmain. This license is required when the
company owns or rents property in Ontario. The Ontario corporation does not require such
license to operate within Ontario, but may require extra-provincial license to operate in other
provinces, except Quebec.
3
It is now possible for a one-man person to form incorporation and he may be the sole director
also the sole shareholder in that company. Where there are more shareholders, a difficult
decision to make is the proportion of shares owned by each shareholder in the company. A 51%
control usually gives the right to such shareholders to elect the board of directors and
accordingly, exercise effective control of the operations of the business.
The directors of a company are responsible to the shareholders and must hold an annual
general meeting each year, even if there are only one or two shareholders, who might be the
same persons as the directors.
Where there are two or more shareholders in a company, a buy-sell agreement or some
shareholders agreement is very desirable. Such agreement can set out how a party can
withdraw as a shareholder, or how the shares will be disposed of upon death or disagreement.
This agreement is commonly ignored by shareholders until a dispute arises, when it is usually
too late.
Competent, legal advice is desirable in forming a company, as the procedure is not simple as
the registration of partnership or proprietorship is.
Chauhan & Associates
Barristers and Solicitors
330 Hwy. No. 7 East, Suite 309
Richmond Hill, Ontario
L4B 3P8
Tel. (905) 771-1235
Fax (905) 771-1237
Email: globalmigrations@hotmail.com
4
PARTNERSHIP MEMO
REGISTRATION REQUIREMENTS
Where two or more persons are engaged in a business activity, it is known as a
partnership. They must register the business name if names other than their own names are
being used to conduct the business activity. Partners must sign the declaration form.
Registration is valid for 5 years. If the partnership is not registered no action can be brought by
the partnership against a debtor for recovery of money until the partnership is registered.
If you want me to assist you in the preparation or registration or partnership please let
me know.
LIABILITY
Each partner remains fully liable for the debts of the partnership, regardless of which
partner incurred the liability. In the event of financial difficulties, a judgment can be enforced
against each and every partner. If any one partner does not have nay money, the other partner
who has the property and personal belongings and a house would have to meet the liability.
Using the name company for a partnership does not eliminate personal liability.
TAX
Each partner is liable to pay tax on his share of the profit made. Expenses are deducted
from the profit and the share of net income of each partner is declared on his tax return.
Partnership can have a different fiscal year than the calendar year.
AGREEMENT
It is very desirable for the partners to have a partnership agreement. It should set out
the basic terms of the partnership arrangement, including what business will be conducted,
profit and loss sharing formula, whether the partnership will continue on the death of a party,
where the account of the partnership will be maintained, and if any partner is to be employed
full-time, what salary he may expect. If a partnership agreement is not provided, the provisions
of the Partnership act will apply. Without an agreement the partnership would dissolve on the
death of a partner. The partnership agreement should also provide for a formula by which in
the event of disagreement a party can withdraw from the partnership. Where no agreement is
provided, any partner could simply register dissolution of partnership and terminate the
partnership arrangement. Legal advice is desirable in drafting a partnership agreement.
INCORPORATION
Incorporation is often referred to as a limited company. When a limited company is
formed, it creates a separate legal person, and has a different legal existence. A corporation
may be identified by the use of the words "limited", "incorporated", or "corporation".
5
The word "limited" correctly describes the concept of limited liability of a corporation.
Unlike the sole proprietorship and partnership when a corporation is formed, the individual or
the persons forming it are only liable for the amount of investment made by them in the
Corporation. In the event of financial problems arising, the judgment can be enforced only
against the assets and property owned by the corporation, and the assets of the individual and
his home cannot be touched. To ensure this, personal guarantees should be avoided, if possible.
The most important reason for forming a corporation is to protect personal assets against the
risks of the business.
It is now possible for a one-man person to form a corporation and he can be the sole
director and also the sole shareholder in that company.
A corporation is more expensive but desirable for the protection of personal liability.
Jay Chauhan
Barrister and Solicitor
330 Highway 7 East, Suite 309
Richmond Hill, Ontario
L4B 3P8
Tel.: (905) 771-1235
Fax: (905) 771-1237
Email: globalmigrations@hotmail.com

Hills · 发表于 2010-5-3 09:25

TAX for partnership:
Each partner is liable to pay tax on his share of the profit made. Expenses are deducted
from the profit and the share of net income of each partner is declared on his tax return.
Partnership can have a different fiscal year than the calendar year.

Hills · 发表于 2010-5-3 09:27

See more information on http://www.cra-arc.gc.ca/ebci/cj ... p&Submit=Search

Hills · 发表于 2010-5-3 09:47

1. Effective date of registration
Effective date of registration If you are a charity, see Effective date of registration for charities. If you are a public service body, see Effective date of registration for public service bodies.

The effective date of registration for GST/HST is important because it helps set up your reporting requirements and it establishes the date that you become both liable to collect GST/HST and eligible to claim input tax credits.

For a mandatory registration, the effective date is the date:

•you provide taxable, including zero-rated, goods or services in Canada in the course of carrying on business in Canada and your revenues exceed the small supplier threshold of $30,000 in a single calendar quarter or in four consecutive calendar quarters. For more information on when you are required to register and when to start charging the GST/HST review our small supplier limit calculation page;
•you begin to operate a taxi or limousine service; or
•you (as a non-resident) charge admission directly to audiences in Canada.
For a voluntary registration, the effective date is normally the date that you apply. You can also request a future date.

Note
- R5 d8 v: r& UIf you charge GST/HST on your taxable goods and services but have not registered with us your effective date of registration will be the date you first charged GST/HST.

2. Reporting partnership income:
Generally a partnership does not pay income tax on its income and does not file an income tax return.

Instead, each partner files an income tax return to report his or her share of the partnership's net income or loss.

This requirement for each partner to report his or her share of the partnership's net income remains whether the share of income was received in cash or as a credit to a capital account in the partnership.

3. GST/HST rebate for partners:
As an individual who is a member of a partnership, you may qualify for the GST/HST partner rebate if:

•the partnership is a GST/HST registrant; and
•you personally paid GST/HST on expenses that:
- you did not incur on the account of the partnership; and
- you deducted from your share of the partnership income on your income tax return.
The rebate is based on the GST/HST you paid on expenses you deducted from your share of the partnership income on your income tax return. However, special rules apply if your partnership paid you an allowance for those expenses.

Examples of expenses subject to GST/HST are vehicle costs, meals, and entertainment. The rebate may also apply to the GST/HST you paid on motor vehicles, musical instruments, and aircraft, for which you deducted capital cost allowance (CCA).

The eligible portion of CCA is the part of the CCA that you deducted on your income tax return in the tax year, that relates specifically to a motor vehicle, musical instrument, or aircraft on which you paid GST/HST and that is eligible for the rebate to the extent that the partnership used the property to make taxable supplies.

If you deduct CCA on more than one property of the same class, you have to separate the portion of the CCA for the property that qualifies for the rebate from the CCA for the other property. If any part of the rebate relates to the CCA deduction for a motor vehicle, a musical instrument, or an aircraft, you have to reduce the undepreciated capital cost (UCC) of the related property by that part of the rebate.

File Form GST370, Employee and Partner GST/HST Rebate Application to claim your GST/HST rebate for partners. If you receive this rebate, you have to include it in your income for the tax year in which you receive it.

Example
If in 2009 you receive a GST/HST rebate relating to the 2008 tax year (on your 2008 notice of assessment), you have to include the amount of the rebate on your income tax return for 2009:

•report the amount of the GST/HST rebate for partners that relates to eligible expenses other than CCA on line 9974 in Part 6 of your 2009 Form T2125, Statement of Business or Professional Activities; and
•in column 2 of Area A on page 4 of your 2009 Form T2125, reduce the UCC for the beginning of 2009 by the portion of the rebate that relates to the eligible CCA.

urspace · 发表于 2010-5-3 16:36

楼上不用贴那么多书本知识，没有实际用处。

Partnership的话，看你们的sales有多少，没有sales的话除非你是carryforward，不然是不可以拿GST refund，如果是头一年，全部写0交上去就可以了，你可以和CRA商量把GST number cancel了如果你的sales小于30k

这种small business不需要有注册银行账户，报税报做个人税，也就是T1，只需要简单的bookkeeping就可以，很简单的case

爱逛公园 · 发表于 2010-5-3 21:53

3# 精打细算

谢谢精打大师,你说的GST户口是不是在税务局开的那个GST/HST registration,还有个business #? 如果是这个我们已经有了,如果不是的话请你再给偶扫扫盲

爱逛公园 · 发表于 2010-5-3 21:54

5# Hills

这个好专业,我要慢慢看看

爱逛公园 · 发表于 2010-5-3 21:57

9# urspace

谢谢热心的urspace,你说如果没有营业额就拿不到GST refund, 那我应该可以carry forward到下一年,等明年报的时候有一定的营业额了就可以获得GST refund了,对吗?

爱逛公园 · 发表于 2010-5-3 22:24

报税报做个人税，也就是T1，
: s3 ], x6 _# {: W. H. g* Lurspace 发表于 2010-5-3 17:36

另外请问这个T1表要找会计师做吗? 还是自己做给自己?有没有什么样本?

urspace · 发表于 2010-5-4 07:48

9# urspace
, Y# a; x! o+ |( F& _4 b$ P4 f, i. F* K4 J! J
谢谢热心的urspace,你说如果没有营业额就拿不到GST refund, 那我应该可以carry forward到下一年,等明年报的时候有一定的营业额了就可以获得GST refund了,对吗? ! W. u; ~8 d% R% D

' O5 M) z. \! s爱逛公园发表于 2010-5-3 22:57

理论上来说不在时间范围内是不可以的，但实际上来说我们公司都按照实际开销报，过去由于某种原因没有报的也一样报上去，99.99%情况下，CRA不会回来找麻烦。

你一开始没有sales，CRA绝对不会issue refund，这点可以肯定。

那个T1属于complicated return，不建议个人做。。那就是如我之前说的，1年经验的小会计和10年经验的CA做出来的结果是不一样的。但是bookkeeping是可以自己作的。

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请问各位: 去年11月我和LG成立了一个partner的有限公司,有些关于tax的问题请教:

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