Tax glossary

CCPC

Short answer

A CCPC is a private corporation resident in Canada that is not controlled, directly or indirectly, by non-residents or public corporations.

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Key facts

CategoryCorporate tax
Also known asCanadian-controlled private corporation
TestPrivate, Canadian-resident, and not controlled by non-residents or public corporations
TestedContinuously; status can be lost mid-year on a share transfer
Rides on itSmall business deduction, refundable investment tax mechanics, capital gains exemption on qualifying shares
AuthorityCanada Revenue Agency

What it means in practice

CCPC status unlocks most of the tax advantages of incorporating in Canada: the small business deduction, an extra month to pay corporate tax, enhanced R&D credits, and the lifetime capital gains exemption on a sale of qualifying shares. Control is tested on both a legal and a factual basis, so a shareholders' agreement, an option, or a financing arrangement that gives a non-resident effective control can cost CCPC status even where the share register looks fine. Status is tested continuously, not once at incorporation — bringing on a non-resident investor can end it mid-year.

How the status is lost

Control is measured both legally, by votes, and in fact — a shareholders' agreement, a funding arrangement or an option that gives a non-resident or public corporation effective control will break CCPC status even where the share register looks Canadian. This matters most on a financing round. Taking investment from a foreign parent or a public company can cost the small business deduction and the capital gains exemption on the shares, and the loss is not always obvious until the return is prepared. Status is also tested throughout the year, not just at year end. A mid-year share transfer creates a deemed year end in some cases and splits the annual limits between the two periods.

FAQ

Does having a non-resident shareholder end CCPC status?

Not by itself. The test is control, so a minority non-resident shareholder is generally fine. It is control in law or in fact by non-residents, whether alone or as a group, that breaks the status — which is why shareholders' agreements need to be reviewed alongside the share register.

Is a Québec corporation automatically a CCPC?

Incorporating provincially in Québec or federally does not decide it. The corporation must also be resident in Canada and free of non-resident or public control. Québec applies its own additional tests for some provincial incentives, which can be narrower than the federal ones.

Need this applied to your situation?

A definition only gets you so far. Talk to a Montréal CPA about what this means for your return — in English or French.