MINISTER OF FINANCE
CHAPTER I
MEASURES COVERED BY THIS SCHEDULE
1.1. The Minister of Finance administers the sectoral parameters of the following fiscal measures:
(1) the tax credit for international financial centres in respect of back-office activities or of activities relating to an eligible contract provided for in sections 1029.8.36.166.61 to 1029.8.36.166.64 of the Taxation Act (chapter I-3); (2) the deduction relating to foreign specialists assigned to the operations of an international financial centre provided for in sections 65 to 70 of the Act respecting international financial centres (chapter C-8.3) and sections 737.16 and 737.18 of the Taxation Act; (3) (subparagraph repealed);
(4) (subparagraph repealed);
(5) the tax credits relating to new financial services corporations provided for in sections 1029.8.36.166.65 to 1029.8.36.166.79 of the Taxation Act;
(6) the deduction relating to foreign specialists working for financial services corporations provided for in sections 737.22.0.4.1 to 737.22.0.4.8 of the Taxation Act;
(7) the tax holidays relating to the carrying out of a large investment project provided for in sections 737.18.17.1 to 737.18.17.13 of the Taxation Act and sections 33, 34 and 34.1.0.3 to 34.1.0.4 of the Act respecting the Régie de l’assurance maladie du Québec (chapter R-5); (8) the tax credit for international financial centres in respect of activities other than back-office activities provided for in sections 776.1.27 to 776.1.35 of the Taxation Act;
(9) the new tax holidays relating to a large investment project provided for in sections 737.18.17.14 to 737.18.17.21 of the Taxation Act and sections 33, 34, 34.1.0.5 and 34.1.0.6 of the Act respecting the Régie de l’assurance maladie du Québec.
CHAPTER II
SECTORAL PARAMETERS OF TAX CREDIT FOR INTERNATIONAL FINANCIAL CENTRES IN RESPECT OF BACK-OFFICE ACTIVITIES OR OF ACTIVITIES RELATING TO AN ELIGIBLE CONTRACT
DIVISION I
INTERPRETATION AND GENERAL
2.1. In this chapter, unless the context indicates otherwise,
“back-office activities” has the meaning assigned by section 4 of the Act respecting international financial centres;
“eligible contract” means a contract referred to in section 8.2 of the Act respecting international financial centres;
“foreign financial entity” has the meaning assigned by section 4 of the Act respecting international financial centres;
“international financial centre” means a business described in section 6 of the Act respecting international financial centres;
“qualified establishment” has the meaning assigned by section 4 of the Act respecting international financial centres;
“qualified international financial operation” has the meaning assigned by section 4 of the Act respecting international financial centres;
“qualified international financial transaction” means, subject to sections 7.2 and 8.1 of the Act respecting international financial centres, a back-office activity referred to in paragraph 22 of section 7 of that Act;
“specialized worker” of a corporation for a particular period means an individual who, in any of the individual’s taxation years during which the individual works for a corporation, is recognized as a specialist for a particular period of that taxation year, according to a certificate referred to in subparagraph 2 of the first paragraph of section 3.2 that was issued to the corporation;
“tax credit for international financial centres” means the fiscal measure provided for in Division II.6.14.3 of Chapter III.1 of Title III of Book IX of Part I of the Taxation Act, under which a corporation is deemed to have paid an amount to the Minister of Revenue on account of its tax payable under that Part for a taxation year;
“urban agglomeration of Montréal” has the meaning assigned by section 4 of the Act respecting international financial centres.
2.2. A corporation that intends to operate an international financial centre within the urban agglomeration of Montréal and that wishes to benefit from the tax credit for international financial centres must obtain from the Minister
(1) a qualification certificate in respect of that business (in this chapter referred to as a “corporation qualification certificate”);
(1.1) a qualification certificate in respect of each of the contracts for which it wishes to benefit from the tax credit (in this chapter referred to as a “contract qualification certificate”); and
(2) a qualification certificate in respect of each of the individuals for which it wishes to benefit from the tax credit (in this chapter referred to as an “employee qualification certificate”).
Moreover, to benefit from the tax credit, such a corporation must also obtain from the Minister
(1) a certificate in respect of that business (in this chapter referred to as a “business certificate”);
(1.1) a certificate in respect of each of the contracts for which it claims the tax credit (in this chapter referred to as a “contract certificate”); and
(2) a certificate in respect of each of the individuals for which it claims the tax credit (in this chapter referred to as an “employee certificate”).
A contract qualification certificate may be obtained only once. It is valid until the last day of the 10-year period that begins on the date on which the contract qualification certificate is applied for or, if it is later, the date on which the activities provided for in the contract referred to in the contract qualification certificate begin to be carried out.
The certificates referred to in the second paragraph must be obtained for each taxation year for which the corporation intends to claim the tax credit for international financial centres.
DIVISION II
BUSINESS-RELATED DOCUMENTS
2.3. A business qualification certificate issued to a corporation certifies, subject to the Act respecting international financial centres, that the business referred to in the certificate is recognized as an international financial centre. It also specifies that the activities engaged in or to be engaged in in the course of carrying on the business pertain to qualified international financial transactions or to one or more eligible contracts.
2.4. The Minister issues a business qualification certificate to a corporation if the Minister is of the opinion that the activities engaged in or to be engaged in by the corporation in the course of carrying on its business are in compliance with the provisions and objectives of the Act respecting international financial centres.
2.5. A business certificate issued to a corporation certifies that the business that is referred to in the certificate and that is carried on by the corporation in the taxation year for which the application for the certificate is filed is recognized for that year, or for the part of that year that is specified in the certificate, as an international financial centre. It also specifies that the activities engaged in in the course of carrying on the business pertain to qualified international financial transactions or to one or more eligible contracts. In addition, it mentions the address of each qualified establishment of the corporation in which those activities are carried on.
2.6. The Minister may issue a business certificate to a corporation if, for all or part of the taxation year for which the application for the certificate is filed,
(1) the business qualification certificate issued in respect of the business was valid; and
(2) the Minister is of the opinion that(a) the activities of the business were related to qualified international financial transactions or to one or more eligible contracts, and
(b) the activities of the business that are referred to in subparagraph a and, if applicable, the activities of another business of the corporation that are referred to in subparagraph a of subparagraph 2 of the first paragraph of section 9.7 required, at all times, in each qualified establishment of the corporation in which those activities are carried on, the work of at least six individuals each of whom is recognized by the Minister as an eligible employee of the corporation, for all or part of the year or part of year, under an employee certificate or a certificate referred to in subparagraph 2 of the second paragraph of section 9.3 that the corporation obtained in respect of the employee for the year.
Where an individual is a specialized worker of the corporation for a particular period that begins or ends in a taxation year of the corporation, the following presumptions must be taken into account for the purposes of subparagraph b of subparagraph 2 of the first paragraph:
(1) the individual is deemed to have been recognized by the Minister as an eligible employee of the corporation for the part of the taxation year that is included in the particular period; and
(2) the corporation is deemed to have obtained an employee certificate in respect of the individual for the taxation year, under which the individual is so recognized.
2.7. If the condition of subparagraph b of subparagraph 2 of the first paragraph of section 2.6 is not met for a particular period of a taxation year for which a business qualification certificate issued to a corporation is valid, the Minister may nevertheless recognize the business for the particular period provided the corporation shows, to the Minister’s satisfaction, that the situation is temporary and due to exceptional circumstances that are beyond its control.
DIVISION II.1
CONTRACT-RELATED DOCUMENTS
2.7.1. A contract qualification certificate issued to a corporation certifies that the contract referred to in the certificate is recognized by the Minister as an eligible contract for the purposes of this chapter. It also specifies the qualified international financial operations and related activities that the corporation carries out or intends to carry out in connection with that contract.
2.7.2. In order for the Minister to recognize a contract as an eligible contract of a corporation, the Minister must be of the opinion that it is a contract entered into with a foreign financial entity and that the conditions of section 8.2 of the Act respecting international financial centres are met in respect of that contract.
2.7.3. A contract certificate issued to a corporation certifies that the contract referred to in the certificate is recognized by the Minister, for the purposes of this chapter, as an eligible contract of the corporation for the taxation year for which the application for the certificate is made or for the part of that year that is specified in the certificate.
2.7.4. The Minister may issue a contract certificate to a corporation if, for all or part of the taxation year for which the application for the certificate is filed,
(1) the contract qualification certificate issued to the corporation in respect of the contract is valid; and
(2) the Minister is of the opinion that(a) the activities carried out by the corporation during that period on behalf of the foreign financial entity with which it entered into the contract correspond to the qualified international financial operations and related activities specified in the contract qualification certificate and that those operations were mainly the activities carried out by the corporation under the contract, and
(b) the services, including support, analysis, control and management, rendered by the corporation during that period are directly related to the business carried on by the foreign financial entity outside Canada and consist in services the corporation has not previously rendered in Québec on behalf of the entity or of a person not dealing at arm’s length with it.
DIVISION III
DOCUMENTS RELATING TO EMPLOYEES
2.8. An employee qualification certificate issued to a corporation certifies that the individual referred to in the certificate is recognized by the Minister as an eligible employee of the corporation for the purposes of this chapter.
2.9. In order for the Minister to recognize an individual as an eligible employee of a corporation, the Minister must be of the opinion that it may reasonably be expected that, from the date specified in the qualification certificate, the individual will be working full-time for the corporation, that is, at least 26 hours per week, for an expected minimum period of 40 weeks, and that his or her duties with the corporation
(1) will be devoted, in a proportion of at least 75%, to carrying out qualified international financial transactions as part of the operations of a business of the corporation that constitutes or is to constitute an international financial centre; or
(2) will be directly attributable, in a proportion of at least 75%, to the carrying out of the activities provided for in an eligible contract of the corporation.
2.10. An employee certificate issued to a corporation certifies that the individual referred to in the certificate is recognized by the Minister, for the purposes of this chapter, as an eligible employee of the corporation in relation to the carrying out of qualified international financial transactions or of activities provided for in the corporation’s eligible contract for the taxation year for which the application for the certificate was made or for the part of that taxation year that is specified in the certificate. If applicable, the certificate specifies the eligible contract to which the individual’s duties relate.
2.11. The Minister recognizes an individual as an eligible employee of the corporation if
(1) the employee qualification certificate that was issued to the corporation in respect of the individual is valid;
(2) the individual is working full-time for the corporation, that is, at least 26 hours per week, for an expected minimum period of 40 weeks; and
(3) the individual’s duties with the corporation meet the following conditions:(a) they were
i. devoted, in a proportion of at least 75%, to carrying out qualified international financial transactions as part of the operations of a business of the corporation in respect of which a business qualification certificate was valid, or
ii. directly attributable, in a proportion of at least 75%, to the carrying out of the activities provided for in a contract that was entered into by the corporation and in respect of which a contract qualification certificate was valid; and
(b) all or substantially all of the duties were performed in Québec and at least 50% of the individual’s working time was spent performing duties in a qualified establishment of the corporation.
2.12. The duties of an individual with a corporation that are devoted to carrying out a qualified international financial transaction mean the duties that are directly attributable to the transactional process that is specific to the transaction.
However, unless they constitute in themselves a qualified international financial transaction, the individual’s duties that relate to legal affairs, communications, accounting, finance, taxation, corporate management, human and physical resources management, electronic data processing, marketing, messenger services, reception work or secretarial work do not constitute duties that are directly attributable to the transactional process that is specific to a qualified international financial transaction.
2.12.1. An individual is recognized as an eligible employee of a corporation for the taxation year for which an application for an employee certificate was made in respect of the individual, or for a part of that taxation year, only if the condition concerning the proportion of the individual’s working time spent performing duties in a qualified establishment of the corporation is met for each month or, if applicable, part of a month that is included in that year or part of year.
2.13. If an individual is temporarily absent from work for reasons the Minister considers reasonable, the Minister may, for the purpose of determining whether the individual meets the conditions for recognition as an eligible employee of a corporation, consider that the individual continued to perform his or her duties throughout the period of absence exactly as he or she was performing them before the beginning of that period.
DIVISION IV
SPECIAL RULES
2.14. The Minister is justified in revoking a business qualification certificate issued under this chapter or a similar qualification certificate issued under the Act respecting international financial centres if the Minister is of the opinion that the activities engaged in, in the course of the business referred to in the certificate, by the corporation or the partnership that obtained it are no longer in compliance with the provisions or the objectives of that Act, whether or not the corporation or partnership contravened the provisions of that Act or of this Act.
2.15. The effective date of the revocation of a qualification certificate or certificate issued under this chapter, or of a similar document issued under the Act respecting international financial centres, may not precede the date of the notice of revocation by more than four years.
2.16. The Minister may, before issuing a qualification certificate or a certificate under this chapter or before amending or revoking such a document or a similar document issued under the Act respecting international financial centres, obtain the advice of CFI Montréal — Centre Financier International or of any other body pursuing similar objectives.
CHAPTER III
SECTORAL PARAMETERS OF DEDUCTION RELATING TO FOREIGN SPECIALISTS ASSIGNED TO OPERATIONS OF INTERNATIONAL FINANCIAL CENTRE
DIVISION I
INTERPRETATION AND GENERAL
3.1. In this chapter, unless the context indicates otherwise,
“back-office activities” has the meaning assigned by section 4 of the Act respecting international financial centres;
“business certificate” means a certificate referred to in subparagraph 1 of the second paragraph of section 2.2 or 9.3 or in section 12 of the Act respecting international financial centres;
“business qualification certificate” means a qualification certificate referred to in subparagraph 1 of the first paragraph of section 2.2 or 9.3 or in section 10 of the Act respecting international financial centres;
“eligible contract” of an eligible employer means a contract that is recognized as such, according to the following documents that were issued to the employer in respect of the contract:
(1) the contract qualification certificate referred to in subparagraph 1.1 of the first paragraph of section 2.2; and
(2) the contract certificate referred to in subparagraph 1.1 of the second paragraph of section 2.2 for the taxation year of the employer for which this definition is applied;
“eligible employer” means a corporation operating a business that is recognized as an international financial centre, according to the following documents that were issued in its respect:
(1) the business qualification certificate; and
(2) the business certificate for the taxation year of the corporation for which this definition is applied;
“foreign specialist tax holiday” means the fiscal measure provided for in subdivision 1 of Division III of Chapter V of the Act respecting international financial centres and in sections 737.16 and 737.18 of the Taxation Act, under which an individual may deduct an amount in computing the individual’s taxable income for a taxation year;
“international financial centre” means a business described in section 6 of the Act respecting international financial centres;
“international financial transaction” has the meaning assigned by section 4 of the Act respecting international financial centres;
“strategic personnel” has the meaning assigned by section 4 of the Act respecting international financial centres.
For the purposes of the definition of “eligible employer” in the first paragraph, the following presumptions apply to a corporation in respect of the qualification certificate or the certificate issued to it and referred to in that definition:
(1) if the qualification certificate is revoked retroactively,(a) it is deemed to be valid until the date of issue of the notice of revocation, and
(b) the corporation is deemed to hold, in respect of the business to which the qualification certificate relates, for the taxation year in which it was revoked, a valid business certificate for the period corresponding to the part of that year that ends on that date of issue; and
(2) a revoked certificate is deemed to be valid for the whole taxation year for which it had been issued.
3.2. In order for an individual who works for an eligible employer to benefit from the foreign specialist tax holiday, the eligible employer must obtain the following documents from the Minister:
(1) a qualification certificate in respect of the individual (in this chapter referred to as a “specialist qualification certificate”); and
(2) a certificate in respect of the individual (in this chapter referred to as a “specialist certificate”).
A certificate referred to in this section must be obtained for each taxation year for which the eligible employer wishes an individual who is working for it to be allowed to claim the foreign specialist tax holiday.
The employer must file an application for a certificate before 1 March of the calendar year that follows the individual’s taxation year concerned.
However, the Minister may, if the Minister considers that the circumstances so warrant, allow such an application to be filed after the expiry of that time limit.
DIVISION II
DOCUMENTS RELATING TO SPECIALISTS
3.3. A specialist qualification certificate issued to an eligible employer certifies that the individual referred to in the certificate is recognized by the Minister as a specialist in respect of the eligible employer. The Minister specifies the period of validity of the certificate in the certificate, which period may not exceed five years.
3.4. In order for the Minister to recognize an individual as a specialist in respect of an eligible employer, the Minister must be of the opinion that the individual is a specialist in the field of international financial transactions or in a field relating to the activities provided for in one or more eligible contracts of the employer and that it may reasonably be expected that
(1) from the date on which the individual takes up employment with the employer to the end of the period of validity specified in the qualification certificate,(a) the individual’s duties with the employer will be devoted, in a proportion of at least 75%, to the operations of a business of the employer that constitutes or is to constitute an international financial centre, other than back-office activities or activities provided for in an eligible contract, or
(b) the individual will be a member of the strategic personnel of the business described in subparagraph a and the individual’s duties with the employer will be devoted, in a proportion of at least 75%, to the operations of that business; and
(2) in the case of an individual who has become or is to become resident in Canada to establish an international financial centre of the employer in Canada,(a) the individual’s duties with the person or partnership for which the individual will be working during the period of establishment of the international financial centre will be devoted, during that period, in a proportion of at least 75%, to the establishment of the international financial centre,
(b) the individual will take up employment with the employer within 12 months after the day on which the individual becomes resident in Canada to establish the international financial centre of the employer, and
(c) from the date on which the individual takes up employment with the employer to the end of the period of validity specified in the qualification certificate,i. the individual’s duties with the employer will be devoted, in a proportion of at least 75%, to the operations of the business of the employer that is to constitute an international financial centre, other than back-office activities or activities provided for in an eligible contract, or
ii. the individual will be a member of the strategic personnel of the business described in subparagraph i and the individual’s duties with the employer will be devoted, in a proportion of at least 75%, to the operations of that business.
3.5. A specialist certificate issued to an eligible employer certifies that the individual referred to in the certificate is recognized by the Minister as a specialist in respect of the eligible employer for the taxation year for which the application for the certificate is made or for the part of the year specified in it.
3.6. The Minister recognizes an individual as a specialist in respect of an eligible employer for all or a part of the individual’s taxation year for which an application for a certificate was filed with the Minister if
(1) the specialist qualification certificate issued to the employer in respect of the individual is valid in respect of the year or part of year; and
(2) throughout the year or part of year,(a) the individual’s duties with the person or partnership referred to in subparagraph a of subparagraph 2 of the first paragraph of section 66 of the Act respecting international financial centres were devoted, in a proportion of at least 75%, to the establishment of the business which is to constitute an international financial centre of the employer,
(b) the individual’s duties with the employer were devoted, in a proportion of at least 75%, to the operations of a business of the employer, other than back-office activities or activities provided for in an eligible contract, in respect of which a business qualification certificate issued to the employer was valid, or
(c) the individual’s duties with the employer were devoted, in a proportion of at least 75%, to the operations of the business described in subparagraph b and the individual was a member of the strategic personnel of that business.
3.7. If an individual is temporarily absent from work for reasons the Minister considers reasonable, the Minister may, for the purpose of determining whether the individual meets the conditions for recognition as a specialist in respect of an eligible employer, consider that the individual continued to perform his or her duties throughout the period of absence exactly as he or she was performing them before the beginning of that period.
3.8. An eligible employer to which a specialist certificate is issued for a taxation year under this chapter must promptly send a copy of the certificate to the individual concerned so that it may be attached to his or her fiscal return for the year.
DIVISION III
SPECIAL RULES
3.9. The effective date of the revocation of a specialist qualification certificate may not precede the date of the notice of revocation by more than four years. The same applies in the case of the revocation of a specialist certificate.
3.10. The Minister may, before issuing a specialist qualification certificate or certificate, or before revoking such a document, obtain the advice of CFI Montréal — Centre Financier International or of any other body pursuing similar objectives.
CHAPTER IV
(Repealed)
DIVISION I
(Repealed)
4.1. (Repealed).
4.2. (Repealed).
4.3. (Repealed).
4.4. (Repealed).
4.5. (Repealed).
DIVISION II
(Repealed)
4.6. (Repealed).
4.7. (Repealed).
4.8. (Repealed).
4.9. (Repealed).
4.10. (Repealed).
4.11. (Repealed).
4.12. (Repealed).
DIVISION III
(Repealed)
4.13. (Repealed).
4.14. (Repealed).
4.15. (Repealed).
4.16. (Repealed).
4.17. (Repealed).
CHAPTER V
(Repealed)
DIVISION I
(Repealed)
5.1. (Repealed).
5.2. (Repealed).
DIVISION II
(Repealed)
5.3. (Repealed).
5.4. (Repealed).
5.5. (Repealed).
5.6. (Repealed).
CHAPTER VI
SECTORAL PARAMETERS OF TAX CREDITS FOR NEW FINANCIAL SERVICES CORPORATIONS
DIVISION I
INTERPRETATION AND GENERAL
6.1. In this chapter, unless the context indicates otherwise,
“adviser” means an adviser within the meaning of section 3 of the Derivatives Act (chapter I-14.01) or section 5 of the Securities Act (chapter V-1.1), authorized to act in that capacity under those Acts; “dealer” means a dealer within the meaning of section 3 of the Derivatives Act or section 5 of the Securities Act, authorized to act in that capacity under those Acts;
“security” means a derivative within the meaning of section 3 of the Derivatives Act or any of the forms of investment listed in section 1 of the Securities Act, except a share in an investment club;
“tax credit for new financial services corporations” means
(1) the tax credit for the hiring of employees by new financial services corporations; or
(2) the tax credit relating to new financial services corporations;
“tax credit for the hiring of employees by new financial services corporations” means the fiscal measure provided for in Division II.6.14.4 of Chapter III.1 of Title III of Book IX of Part I of the Taxation Act, under which a corporation is deemed to have paid an amount to the Minister of Revenue on account of its tax payable under that Part for a taxation year;
“tax credit relating to new financial services corporations” means the fiscal measure provided for in Division II.6.14.5 of Chapter III.1 of Title III of Book IX of Part I of the Taxation Act, under which a corporation is deemed to have paid an amount to the Minister of Revenue on account of its tax payable under that Part for a taxation year.
6.2. To benefit from a tax credit for new financial services corporations, a corporation must obtain the following documents from the Minister:
(1) a qualification certificate in respect of the activities carried on, or to be carried on, by the corporation (in this chapter referred to as a “corporation qualification certificate”); and
(2) a certificate in respect of the activities carried on by the corporation (in this chapter referred to as a “corporation certificate”).
In addition, where the tax credit is the tax credit for the hiring of employees by new financial services corporations, the corporation must also obtain from the Minister a certificate in respect of each individual for whom the corporation claims the tax credit (in this chapter referred to as an “employee certificate”).
The corporation qualification certificate may be obtained only once. It is valid for five years unless the corporation that obtains it is associated, in the taxation year in which it files an application for the certificate, with one or more other corporations, in which case it is valid until the last day of the five-year period that begins on the earliest of the dates of coming into force of the corporation qualification certificates that are issued to the corporations so associated. However, where, at any time in a taxation year, the corporation begins to carry on an activity or part of an activity transferred to it by the particular corporation referred to in section 6.4.1, the period of validity of the corporation qualification certificate issued to the corporation may not end after the day on which the period of validity of the corporation qualification certificate issued to the particular corporation in respect of that activity or part of activity would otherwise have ended.
An application for a corporation qualification certificate must be filed with the Minister before the end of the corporation’s second taxation year, but on or before 31 December 2027.
A corporation certificate must be obtained for each taxation year for which the corporation intends to avail itself of a tax credit for new financial services corporations. Similarly, the employee certificate must be obtained for each taxation year for which the corporation intends to benefit from the tax credit for the hiring of employees by new financial services corporations.
If, at a particular time, the Minister revokes a corporation qualification certificate issued to the corporation, any corporation certificate or employee certificate issued to the corporation for a taxation year subsequent to a given taxation year that includes the date on which the revocation becomes effective is deemed to be revoked by the Minister at that time. In such a case, the effective date of the deemed revocation is the date of coming into force of the certificate that is deemed to be revoked. Such a certificate issued to the corporation for the given taxation year is also deemed to be revoked by the Minister at the particular time, except that the effective date of its deemed revocation is the date specified in the notice of revocation of the corporation qualification certificate.
DIVISION II
DOCUMENTS RELATING TO A CORPORATION
6.3. A corporation qualification certificate issued to a corporation certifies that all the activities specified in the certificate that are carried on, or to be carried on, by the corporation are recognized as eligible activities.
The date of coming into force of the corporation qualification certificate may not precede the date the application for the certificate was made.
6.4. The Minister may issue a corporation qualification certificate only if
(1) the net shareholders’ equity of the corporation for its taxation year preceding that in which the corporation files its application for the certificate or, where the corporation is in its first fiscal period, at the beginning of that fiscal period, is less than $15,000,000; and
(2) the corporation establishes to the Minister’s satisfaction that the activities that are carried on, or to be carried on, by the corporation are not a continuation of activities or a part of activities previously carried on by another person or partnership.
However, the net shareholders’ equity of a corporation that is associated with one or more other corporations in the taxation year of the application corresponds to the aggregate of all of the corporation’s net shareholders’ equities and of those of each of the other corporations with which the corporation is associated, minus the total of equity investments those corporations have in one another.
For the purposes of this section, a corporation’s net shareholders’ equity means the net shareholders’ equity shown in the corporation’s financial statements submitted to the shareholders or, where such financial statements have not been prepared, or have not been prepared in accordance with generally accepted accounting principles, that would be shown if such financial statements had been so prepared.
6.4.1. If, at a particular time, a particular corporation transfers to another corporation an activity or part of an activity specified in the unrevoked corporation qualification certificate that was issued to the particular corporation, the activity or part of activity so transferred is deemed, for the purpose of applying subparagraph 2 of the first paragraph of section 6.4 in respect of the other corporation, not to have been carried on by the particular corporation before that time. In addition, the Minister specifies the activity or part of activity so transferred in the corporation qualification certificate issued to the other corporation and withdraws it from the corporation qualification certificate that was issued to the particular corporation. These modifications become effective at that time.
6.5. The following activities are eligible activities:
(1) an analysis, research, management, advisory and securities trading service or securities distribution, carried out by a securities dealer who is(a) an investment dealer,
(b) a derivatives dealer,
(c) a mutual fund dealer,
(d) an exempt market dealer, or
(e) a restricted dealer; and
(2) a securities advisory or securities portfolio management service provided by a securities adviser who is(a) a portfolio manager,
(b) a restricted portfolio manager,
(c) a derivatives portfolio manager, or
(d) an investment fund manager.
6.6. A corporation certificate issued to a corporation certifies that all the activities it carried out throughout the taxation year for which the application for the certificate is filed, or for the part of that year specified in the certificate, are activities mentioned in the corporation qualification certificate it obtained.
6.7. The Minister may issue a corporation certificate to a corporation if, for all or part of the taxation year for which the application for the certificate is filed,
(1) the corporation qualification certificate issued to the corporation was valid;
(2) it is established to the Minister’s satisfaction that all or substantially all of the activities the corporation carried out consisted in a provision of services to clients with whom the corporation was dealing at arm’s length; and
(3) it is established to the Minister’s satisfaction that all or substantially all of the activities the corporation carried out consisted in activities or parts of activities not previously carried on by another person or partnership.
For the purposes of subparagraph 2 of the first paragraph, services rendered by a corporation as a manager of an investment fund that is a trust or a limited partnership are deemed to be services rendered to a client with whom the corporation is dealing at arm’s length where, at no time in all or part of the taxation year for which the application for the certificate is filed, more than 10% of the securities held by the investment fund are owned, alone or collectively, by the corporation or by a person or partnership with whom the corporation is not dealing at arm’s length, other than the trust or limited partnership, as the case may be.
If an activity or part of an activity was the subject at a particular time of a transfer referred to in section 6.4.1 and made by a particular corporation, the activity or part of activity is deemed, for the purposes of subparagraph 3 of the first paragraph, not to have been carried on by the particular corporation before that time.
DIVISION III
DOCUMENT RELATING TO AN EMPLOYEE
6.8. An employee certificate issued to a corporation certifies that the individual referred to in the certificate is recognized as an eligible employee of the corporation for the taxation year for which the application for the certificate is made or for the part of that year that is specified in the certificate.
6.9. An individual may be recognized as an eligible employee of a corporation, if
(1) the individual works full-time for the corporation, that is, at least 26 hours per week, for an expected minimum period of 40 weeks; and
(2) at least 75% of the individual’s working time is spent performing, in an establishment of the corporation situated in Québec, duties directly attributable to the transactional process that is specific to the carrying out of activities specified in the corporation qualification certificate that was issued to the corporation.
For the purposes of subparagraph 2 of the first paragraph, the duties of an individual that relate to corporate management, finance activities other than those specified in the corporation qualification certificate, accounting, taxation, legal affairs, marketing, communications, reception work, secretarial work, messenger services, electronic data processing or human and physical resources management may not be considered to be part of duties directly attributable to the transactional process that is specific to the carrying out of activities specified in the corporation qualification certificate.
6.10. If an individual is temporarily absent from work for reasons the Minister considers reasonable, the Minister may, for the purpose of determining whether the individual meets the conditions for recognition as an eligible employee of a corporation, consider that the individual continued to perform his or her duties throughout the period of absence exactly as he or she was performing them immediately before the beginning of that period.
CHAPTER VII
SECTORAL PARAMETERS OF DEDUCTION RELATING TO FOREIGN SPECIALISTS WORKING IN FINANCIAL SERVICES SECTOR
DIVISION I
INTERPRETATION AND GENERAL
7.1. In this chapter, unless the context indicates otherwise,
“corporation certificate” has the meaning assigned by subparagraph 2 of the first paragraph of section 6.2;
“corporation qualification certificate” has the meaning assigned by subparagraph 1 of the first paragraph of section 6.2;
“eligible employer” for a taxation year means a corporation in respect of which the following conditions are met:
(1) a corporation qualification certificate has been issued to the corporation; and
(2) either a corporation certificate is issued to the corporation for the year, or the corporation would meet the conditions for obtaining such a certificate for the year but for the expiry of the period of validity specified in the corporation qualification certificate;
“foreign specialist tax holiday” means the fiscal measure provided for in Title VII.3.1.1 of Book IV of Part I of the Taxation Act, under which an individual may deduct an amount in computing the individual’s taxable income for a taxation year.
For the purposes of the definition of “eligible employer” in the first paragraph, the following presumptions must be taken into consideration:
(1) if the corporation qualification certificate that was issued to a corporation is revoked retroactively,(a) it is deemed to be valid until the date of issue of the notice of revocation, and
(b) the corporation is deemed to hold for the particular taxation year in which it was revoked and for the preceding taxation year valid corporation certificates that cover that preceding year and the part of the particular year that ends on that date of issue, respectively; and
(2) if a corporation certificate is revoked, it is deemed to be valid for the whole taxation year for which it had been issued.
The presumption provided for in subparagraph b of subparagraph 1 of the second paragraph applies to either of the taxation years referred to in that subparagraph only if the sole reason for which the eligible employer was not issued a corporation certificate for the year is that the corporation qualification certificate that was issued to the employer has been revoked.
7.2. In order for an individual who works for an eligible employer to benefit from the foreign specialist tax holiday, the eligible employer must obtain the following documents from the Minister:
(1) a qualification certificate in respect of the individual (in this chapter referred to as a “specialist qualification certificate”); and
(2) a certificate in respect of the individual (in this chapter referred to as a “specialist certificate”).
A specialist certificate must be obtained for each taxation year for which the individual may claim the tax holiday.
The eligible employer must file an application for the specialist certificate before 1 March of the calendar year that follows the individual’s taxation year concerned.
However, an application for a specialist qualification certificate or a specialist certificate is admissible only if the employment contract binding the individual to the employer was entered into before the expiry of the period of validity specified in the corporation qualification certificate that was issued to the employer.
For the purposes of this chapter, a contract resulting from the renewal of an employment contract referred to in the fourth paragraph and in this section referred to as the “original contract” is deemed not to be an employment contract separate from the original contract.
DIVISION II
DOCUMENTS RELATING TO SPECIALISTS
7.3. A specialist qualification certificate issued to an eligible employer certifies that the individual referred to in the certificate is recognized by the Minister as a specialist in respect of the eligible employer.
7.4. In order for the Minister to recognize an individual as a specialist in respect of an eligible employer, the Minister must be of the opinion that the individual is a professional with a high level of expertise in the field of finance and that, from the date on which the individual takes up employment with the employer, it may reasonably be expected that the individual spends at least 75% of working time performing duties that are directly attributable to the transactional process that is specific to the carrying out of the activities specified in the corporation qualification certificate issued to the employer.
For the purposes of the first paragraph, an individual’s duties that relate to corporate management, finance activities other than those specified in the corporation qualification certificate, accounting, taxation, legal affairs, marketing, communications, reception work, secretarial work, messenger services, electronic data processing or human or physical resources management are not to be considered as part of duties directly attributable to the transactional process that is specific to the carrying out of activities specified in the corporation qualification certificate.
7.5. A specialist certificate issued to an eligible employer certifies that the individual referred to in the certificate is recognized by the Minister as a specialist in respect of the eligible employer for the taxation year for which the application for the certificate is made or for the part of the year specified in it.
7.6. The Minister recognizes an individual as a specialist in respect of an eligible employer for all or a part of the taxation year for which an application for a specialist certificate was filed with the Minister if
(1) the specialist qualification certificate issued to the employer in respect of the individual is valid in respect of the year or part of year; and
(2) throughout the year or part of year, at least 75% of the individual’s working time was devoted to the performance of duties that are directly attributable to the transactional process that is specific to the carrying out of the activities specified in the corporation qualification certificate issued to the employer.
The second paragraph of section 7.4 applies to subparagraph 2 of the first paragraph, with the necessary modifications.
7.7. If an individual is temporarily absent from work for reasons the Minister considers reasonable, the Minister may, for the purpose of determining whether the individual meets the conditions for recognition as a specialist in respect of an eligible employer, consider that the individual continued to perform his or her duties throughout the period of absence exactly as he or she was performing them immediately before the beginning of that period.
7.8. An eligible employer to which a specialist certificate is issued for a taxation year must promptly send a copy of the certificate to the individual concerned.
CHAPTER VIII
SECTORAL PARAMETERS OF FISCAL MEASURES RELATING TO CARRYING OUT OF A LARGE INVESTMENT PROJECT
DIVISION I
INTERPRETATION AND GENERAL
8.1. In this chapter, unless the context indicates otherwise,
“designated region” means
(1) any of the following regions or parts of a region:
(a) the Abitibi-Témiscamingue region,
(b) the Bas-Saint-Laurent region,
(c) the Côte-Nord region,
(d) the Gaspésie–Îles-de-la-Madeleine region,
(e) the Nord-du-Québec region,
(f) the Saguenay–Lac-Saint-Jean region,
(g) the part of the Estrie region that includes the territories of the regional county municipalities of Granit and Haut-Saint-François,
(h) the part of the Mauricie region that includes the territories of the urban agglomeration of La Tuque and Municipalité régionale de comté de Mékinac, or
(i) the part of the Outaouais region that includes the territories of the regional county municipalities of Pontiac and La Vallée-de-la-Gatineau; or
(2) any of the following regional county municipalities:
(a) Municipalité régionale de comté d’Antoine-Labelle, or
(b) Municipalité régionale de comté de Charlevoix-Est;
“start-up period” of an investment project means, subject to the second paragraph, the 60-month period that begins on
(1) the date on which the qualification certificate referred to in the first paragraph of section 8.3 is issued to a corporation or a partnership in relation to the project; or
(2) in the case of a second investment project, referred to in section 8.3.2, the date on which the qualification certificate amended following an application filed in accordance with that section is issued to the corporation or partnership;
“tax-free period” of a corporation or a partnership, in relation to an investment project, means the 15-year period that begins on the date specified for that purpose by the Minister in the first certificate referred to in the second paragraph of section 8.3 that is issued to the corporation or partnership in respect of the project;
“tax holiday relating to the carrying out of a large investment project” means any of the following fiscal measures from which a corporation holding a qualification certificate referred to in the first paragraph of section 8.3, a corporation that is a member of a partnership holding such a qualification certificate or, if the measure is the measure described in paragraph 2, any other person who is a member of such a partnership, may benefit:
(1) the fiscal measure provided for in Title VII.2.3.1 of Book IV of Part I of the Taxation Act, under which the corporation may deduct an amount in computing its taxable income for a taxation year; and
(2) the fiscal measure provided for in sections 33, 34 and 34.1.0.3 to 34.1.0.4 of the Act respecting the Régie de l’assurance maladie du Québec, which allows the corporation or the other person to obtain a contribution exemption under subparagraph d.1 of the seventh paragraph of section 34 of that Act.
Where the application, in respect of an investment project, for a qualification certificate referred to in the first paragraph of section 8.3, or the application to amend such a qualification certificate under section 8.3.2 to have it refer to a second investment project, is filed before 25 March 2021 and, on that date, a first certificate referred to in the second paragraph of section 8.3 has not yet been issued in respect of the investment project, the definition of “start-up period” in the first paragraph is to be read, in respect of the project, as if “60-month” in the portion of that definition before paragraph 1 were replaced by “72-month”.
8.2. For the purposes of this Act and despite sections 1175.28.15 and 1175.28.17 of the Taxation Act, every person who is a member of a partnership holding the qualification certificate referred to in the first paragraph of section 8.3 is considered to be the person benefiting from or availing himself, herself or itself of the fiscal measure described in paragraph 2 of the definition of “tax holiday relating to the carrying out of a large investment project” in section 8.1, according to the agreed proportion in respect of the person for the fiscal period of the partnership that ends in the person’s taxation year for which the measure applies.
8.2.1. The Minister may suspend the start-up period of an investment project if the Minister is of the opinion that the corporation or partnership, as the case may be, may not begin or continue the carrying out of the project without having obtained an authorization from the Gouvernement du Québec or the Government of Canada, one of their ministers or bodies, or a municipality in Québec, and that the circumstances so warrant. The Minister must notify the corporation or partnership of the date on which the suspension begins and of the date from which the start-up period begins to run again.
8.3. To benefit from a tax holiday relating to the carrying out of a large investment project, in respect of an investment project, a corporation or, if it claims the tax holiday as a member of a partnership, the partnership must obtain a qualification certificate in respect of the project (in this chapter referred to as an “initial qualification certificate”) from the Minister.
In addition, the corporation or partnership must, for that purpose, obtain a certificate in respect of the investment project (in this chapter referred to as an “annual certificate”) from the Minister. Such a certificate must be obtained, as applicable, for each taxation year in which the corporation intends to claim, in respect of the project, a tax holiday relating to the carrying out of a large investment project, or for each fiscal period of the partnership that ends in such a taxation year, provided that the year or fiscal period is included in whole or in part in the corporation’s or partnership’s tax-free period in relation to the project.
The documents referred to in the first and second paragraphs that are obtained by a partnership are also required in order for a person, other than a corporation, who is a member of the partnership to avail himself, herself or itself of the fiscal measure referred to in paragraph 2 of the definition of “tax holiday relating to the carrying out of a large investment project” in section 8.1.
8.3.1. An application for an initial qualification certificate in respect of an investment project must, subject to subparagraph 4 of the first paragraph of section 8.4, be filed with the Minister before the investment project begins to be carried out and on or before 21 March 2023.
The corporation’s or partnership’s commitments in respect of an investment project are taken into account in determining the date on which the project began to be carried out. However, commitments related to market or feasibility studies are not sufficient in themselves to consider that the investment project has begun to be carried out.
8.3.2. Despite the first and third paragraphs of section 8.3, a corporation or a partnership may file with the Minister an application to amend an initial qualification certificate it was issued in respect of a particular investment project to have it refer to a second investment project as well. To grant the application, the Minister must be of the opinion that the latter project is an extension of the former.
The application for an amendment must be filed on or before the day on which the first annual certificate is applied for in respect of the first investment project and before the earlier of
(1) the date on which the second investment project begins to be carried out; and
(2) 1 January 2025.
The application to amend the initial qualification certificate is deemed, for the purposes of this Act, to be an application for such a qualification certificate in respect of the second investment project and the issuance criteria provided for in Division II apply with the necessary modifications. In addition, the second paragraph of section 8.3.1 applies to the second paragraph of this section.
8.3.3. An application for an annual certificate in respect of an investment project must be filed with the Minister within 15 months after the end of the taxation year or fiscal period for which it is made.
However, where the Minister considers that the circumstances so warrant, the Minister may grant such an application despite the expiry of that time limit, provided that the application is filed on or before the last day of the 18th month following the end of the taxation year or fiscal period concerned.
The Minister may not issue an annual certificate to a corporation or a partnership in respect of an investment project for a particular taxation year or fiscal period unless, at the time the annual certificate is to be issued, the initial qualification certificate that the corporation or partnership, as the case may be, holds in relation to the project is still valid in its respect.
If, at a particular time, the Minister revokes the initial qualification certificate a corporation or a partnership holds in respect of an investment project, any annual certificate issued to the corporation or partnership in respect of the project for a taxation year or fiscal period that is subsequent to the given taxation year or fiscal period that includes the effective date of the revocation is deemed to be revoked by the Minister at that time. In such a case, the effective date of the deemed revocation is the date of coming into force of the certificate that is deemed to be revoked. The annual certificate issued in respect of the project for the given taxation year or fiscal period is also deemed to be revoked by the Minister at that time, except that the effective date of the deemed revocation is the date specified in the notice of revocation of the initial qualification certificate.
Where the initial qualification certificate a corporation or a partnership holds, following an application filed under section 8.3.2, in respect of a second investment project is amended to have it no longer refer to that project, the following rules must be taken into account for the purposes of the fourth paragraph:
(1) the initial qualification certificate is considered to be revoked, but only as regards the second investment project;
(2) the effective date of the revocation is the date of coming into force of the amendment; and
(3) where, in accordance with the first paragraph of section 8.11, a single annual certificate has been issued to the corporation or partnership in respect of the first and second investment projects, the deemed revocation of the certificate in respect of the second investment project, because of the application of the fourth paragraph, is considered to be a deemed amendment of the certificate that is made to have the certificate cease to be valid in respect of the second project.
8.4. If, at any given time in a particular taxation year or fiscal period, a corporation or partnership acquires from another corporation or partnership (in this section referred to as the “transferee” and the “transferor”, respectively) all or substantially all of the part that is carried on in Québec of the business in connection with which are carried on activities arising from the carrying out of an investment project that has been referred to in a first annual certificate and in respect of which the transferor holds a valid initial qualification certificate and, for the purposes of this chapter, the Minister agrees to the transfer of the carrying out of the investment project to the transferee, the following rules apply:
(1) the initial qualification certificate issued to the transferor is deemed to be revoked from that time;
(2) the annual certificate issued to the transferor in respect of the project for the particular year or fiscal period is also deemed to be revoked from that time;
(3) the first annual certificate issued or deemed, because of the application of this subparagraph, to have been issued to the transferor in respect of the project is, for the purposes of the definition of “tax-free period” in section 8.1 and of the first paragraph of section 8.10, deemed to have been issued to the transferee; and
(4) the Minister must issue an initial qualification certificate to the transferee in respect of the project, which comes into force at that time.
The Minister may agree to the transfer of the carrying out of the investment project to the transferee if the transferee undertakes to continue in Québec and, in the case of a project to which subparagraph c or c.1 of subparagraph 3 of the first paragraph of section 8.6 applies, in a designated region, the carrying out of all or substantially all of the project as submitted to and approved by the Minister at the time of the transfer.
Where, following an application filed by the transferor in accordance with section 8.3.2, two investment projects are referred to in an initial qualification certificate that was issued to the transferor, the following rules apply:
(1) the transfer of the carrying out of either of the investment projects may be authorized by the Minister in accordance with the second paragraph only if the Minister also authorizes the transfer of the other investment project to the same transferee;
(2) the requirement to be referred to in a first annual certificate, provided for in the portion of the first paragraph before subparagraph 1, is deemed to be met in respect of the second investment project if it is met in respect of the first; and
(3) the Minister issues to the transferee, in accordance with subparagraph 4 of the first paragraph, a single initial qualification certificate in respect of the two investment projects.
If the Minister issued a particular initial qualification certificate to a transferee under subparagraph 4 of the first paragraph in relation to the acquisition (in this paragraph referred to as the “particular acquisition”) by the transferee, at a given time, of all or substantially all of the part that is carried on in Québec of the particular business in connection with which activities arising from the carrying out of an investment project in respect of which that qualification certificate was issued are carried on and if, at a time subsequent to the given time, the Minister revokes or is deemed, because of the application of this paragraph, to have revoked the initial qualification certificate that refers to that project and that was issued to the transferor involved in the particular acquisition, the particular qualification certificate is also deemed to have been revoked by the Minister at that subsequent time. The effective date of the deemed revocation is the date of coming into force of the particular qualification certificate. This rule also applies, with the necessary modifications, to the amendment made to an initial qualification certificate to have it no longer refer to a second investment project referred to in section 8.3.2.
DIVISION II
INITIAL QUALIFICATION CERTIFICATE
8.5. An initial qualification certificate issued to a corporation or a partnership, as the case may be, states that the investment project referred to in the certificate will likely be recognized as a large investment project. The certificate is made to state the same in respect of a second investment project for which an application was filed in accordance with section 8.3.2 and granted by the Minister.
Where the qualification certificate is issued under subparagraph 4 of the first paragraph of section 8.4, it also specifies that the Minister authorizes the transfer of the carrying out of any investment project referred to in the qualification certificate to the corporation or partnership and states both the date of the beginning of the tax-free period in relation to the project and the date of the end of the start-up period of the project that are mentioned in the first annual certificate that, if applicable, was obtained in its respect and that is deemed to have been issued to the corporation or partnership under subparagraph 3 of the first paragraph of that section.
8.6. Subject to section 8.6.3, the Minister issues an initial qualification certificate in respect of an investment project to a corporation or a partnership if
(1) the project is to be carried out after 20 November 2012 and the corporation or partnership shows, to the Minister’s satisfaction, that the activities arising from the project will be carried on in Québec;
(2) subject to the second paragraph, the project concerns, as applicable,(a) activities in the manufacturing sector described under codes 31 to 33 of the North American Industry Classification System (NAICS) Canada, as amended from time to time and published by Statistics Canada, which code is in this subparagraph 2 referred to as the “NAICS code”,
(b) activities in the wholesale trade sector described under NAICS code 41,
(c) activities in the warehousing and storage group described under NAICS code 4931,
(d) activities in the data processing, hosting, and related services subsector described under NAICS code 518,
(e) activities consisting in the development of a digital platform described in section 8.6.0.1, or
(f) activities consisting in the digital transformation of a business of the corporation or partnership that are described in section 8.6.0.2; and
(3) the corporation or partnership shows, to the Minister’s satisfaction, that it is likely that, as a result of the carrying out of the project, not later than the end of the start-up period of the project, the total capital investments attributable to its carrying out will reach at least
(a) $300,000,000, if the corporation or partnership files its application for the initial qualification certificate before 8 October 2013 and, where the carrying out of the project has not yet begun before that date, does not elect to have any of the thresholds provided for in subparagraphs b, c and d apply,
(b) $200,000,000, if the corporation or partnership either files its application for the initial qualification certificate after 7 October 2013 and before 11 February 2015 or, where it files the application before 8 October 2013 and the carrying out of the project has not yet begun before that date, elects, in accordance with the fifth paragraph, to have the threshold provided for in this subparagraph apply, and if, where the carrying out of the project has not yet begun before 11 February 2015, it does not elect to have any of the thresholds provided for in subparagraphs c to d apply,
(c) $75,000,000, ifi. it is determined that the project must be carried out in a designated region,
ii. the corporation or partnership either files its application for the initial qualification certificate after 10 February 2015 and before 22 March 2019 or, where it files its application before 11 February 2015 and the carrying out of the project has not yet begun before that date, elects, in accordance with the fifth paragraph, to have the threshold provided for in this subparagraph c apply, and
iii. where the carrying out of the project has not yet begun before 22 March 2019, the corporation or partnership does not elect to have the threshold provided for in subparagraph c.1 apply,
(c.1) $50,000,000, if it is determined that the project must be carried out in a designated region and the corporation or partnership either files its application for the initial qualification certificate after 21 March 2019 or, where it files its application before 22 March 2019 and the carrying out of the project has not yet begun before that date, elects, in accordance with the fifth paragraph, to have the threshold provided for in this subparagraph c.1 apply, or
(d) $100,000,000, if neither subparagraph c nor c.1 applies and the corporation or partnership either files its application for the initial qualification certificate after 10 February 2015 or, where it files its application before 11 February 2015 and the carrying out of the project has not yet begun before that date, elects, in accordance with the fifth paragraph, to have the threshold provided for in this subparagraph apply.
Mineral substance processing activities are excluded from the activities described in subparagraph 2 of the first paragraph.
Any mineral substance concentration activity, including any pelletization, as well as any activity involving the smelting, refining or hydrometallurgy of ore from a gold or silver mine is considered to be a mineral substance processing activity.
For the purposes of the third paragraph, “hydrometallurgy” means any processing of an ore or concentrate that produces a metal, metallic salt or metallic compound by carrying out a chemical reaction in an aqueous or organic solution.
The corporation or partnership makes any of the elections provided for in subparagraphs b, c, c.1 and d of subparagraph 3 of the first paragraph by notifying the Minister in writing before the day on which it files its application for the first annual certificate in respect of the investment project, but on or before 20 November 2015 in the case of an election provided for in that subparagraph b, 20 November 2017 in the case of either of the elections provided for in those subparagraphs c and d, or 31 December 2020 in the case of an election provided for in that subparagraph c.1.
8.6.0.1. A computer environment that enables content management or use and that, as an intermediary, enables access to information, services or property supplied or edited by the corporation or partnership operating it or by a third party constitutes a digital platform referred to in subparagraph e of subparagraph 2 of the first paragraph of section 8.6.
However, activities consisting in the development of a digital platform that hosts, or is intended to host, content encouraging violence or sexism, racism or any other form of discrimination, supporting an illegal activity, comprising explicit sex scenes or proposing online gambling are excluded from the activities referred to in subparagraph e of subparagraph 2 of the first paragraph of section 8.6, regardless of the source or nature of such content.
8.6.0.2. The activities consisting in the digital transformation of a business that are referred to in subparagraph f of subparagraph 2 of the first paragraph of section 8.6 are activities that enable the development and implementation of a computing solution, through the integration or upgrading of an information system or a technology infrastructure, resulting in organizational changes in the business and changes to its operations. For those activities to be recognized as such, the computing solution must promote value creation in respect of all or part of the business.
In addition, the main objective or objectives of those activities must be to
(1) optimize the management and analysis of the business’s data and the use of its resources;
(2) increase the business’s productivity or efficiency through process automation; or
(3) improve relations with suppliers or customers by processing information in real time concerning them.
However, activities consisting in the digital transformation of a business do not include activities the carrying out of which entails the maintenance of the business’s assets or those that are carried on as part of the normal course of business.
8.6.1. An investment project is considered to be required to be carried out in a designated region if the corporation or partnership applying for the initial qualification certificate in respect of the project shows to the Minister’s satisfaction that all or substantially all of the project will be carried out in a designated region at or before the end of its start-up period and that the activities arising from the project will be carried out in such a region in the same proportion.
8.6.2. All or substantially all of an investment project is carried out in a designated region at a particular time if, at that time, all or substantially all of the amount corresponding to the total capital investments attributable to its carrying out consists of expenditures that were incurred for the acquisition of goods or services intended for an establishment situated in the designated region and belonging to the corporation or partnership carrying out the project.
8.6.3. An initial qualification certificate may be issued in respect of an investment project that concerns activities in the data processing, hosting, and related services subsector that are referred to in subparagraph d of subparagraph 2 of the first paragraph of section 8.6 only if it is established to the Minister’s satisfaction that
(a) reasonable measures will be taken to ensure that the activities arising from the investment project do not consist in enabling the hosting, production or sharing of content encouraging violence or sexism, racism or any other form of discrimination or comprising explicit sex scenes or graphic representations of such scenes; or
(b) all or substantially all of the content that is hosted, produced or shared does not constitute content encouraging violence or sexism, racism or any other form of discrimination or comprising explicit sex scenes or graphic representations of such scenes.
8.7. The total capital investments attributable to the carrying out of an investment project, at a particular time, correspond to the aggregate of the expenditures of a capital nature incurred, from the beginning of the carrying out of the investment project until that time, to obtain goods or services with a view to establishing, in Québec, the business or part of the business in connection with which activities arising from the carrying out of the project are carried on, or with a view to increasing or modernizing the production of such a business or part of a business.
However, in computing the total capital investments attributable to the carrying out of an investment project, the capital investments that are related to the purchase or use of land or the acquisition of a business already carried on in Québec are not taken into account.
Where an investment project concerns activities consisting in the digital transformation of a business, the expenditures of a capital nature that are used in computing the total capital investments attributable to its carrying out include only those that are incurred either to acquire digital equipment, software or other components of the technological infrastructure or information system or to adapt the business’s equipment to the computing solution.
DIVISION III
ANNUAL CERTIFICATE
8.8. An annual certificate issued to a corporation or a partnership in respect of an investment project certifies that the corporation or partnership is continuing, in the taxation year or fiscal period, as the case may be, for which the application for the certificate is made, to carry out the investment project in respect of which it holds an initial qualification certificate. The certificate also confirms that the project is recognized for the year or fiscal period as a large investment project. Where the corporation or partnership has elected under section 8.9.1 to use the alternate computation method, the certificate specifies that it made such an election in relation to the project.
In the first annual certificate issued in respect of an investment project, the Minister specifies the date of the beginning of the corporation’s or partnership’s tax-free period in relation to the project and the date of the end of the start-up period of the project.
Where the first annual certificate in respect of the investment project is issued after 25 March 2021, the date of the beginning of the tax-free period is the date elected by the corporation or partnership in accordance with the fifth paragraph or, if such an election has not been so made, the date of the end of the start-up period of the project. In any other case, the date is the earlier of
(1) the day that follows the end of the start-up period of the investment project; and
(2) the earlier of
(a) the date on which the corporation or partnership begins to carry on the activities arising from the carrying out of the project or, where the corporation or partnership gradually begins to carry on such activities, the date on which at least 90% of the goods intended to be used in the course of such activities are ready to be used, and
(b) the date on which the total capital investments attributable to the carrying out of the project is, for the first time, equal to or greater than
i. $300,000,000, if subparagraph a of subparagraph 3 of the first paragraph of section 8.6 applies to the project,
ii. $200,000,000, if subparagraph b of that subparagraph 3 applies to the project,
iii. $75,000,000, if subparagraph c of that subparagraph 3 applies to the project,
iv. $50,000,000, if subparagraph c.1 of that subparagraph 3 applies to the project, or
v. $100,000,000, if subparagraph d of that subparagraph 3 applies to the project.
The proportion of the goods ready to be used in the course of the activities arising from the carrying out of the project corresponds to the proportion that the part of the total capital investments attributable to the carrying out of the project that consists of the expenditures incurred by the corporation or partnership to acquire such goods is of the part of the total of such capital investments that consists of expenditures that the corporation or partnership planned to incur for the acquisition of such goods according to the information sent to the Minister for the purposes of subparagraph 3 of the first paragraph of section 8.6.
The corporation or partnership elects the date of the beginning of its tax-free period, in relation to the investment project, by entering it in its application for a first annual certificate in respect of the project. The election is only valid if the date is included in the period that begins on the day on which the total capital investments attributable to the carrying out of the project is, for the first time, equal to or greater than the amount from among those specified in subparagraph b of subparagraph 2 of the third paragraph that applies to the project and that ends at the end of the start-up period of the project.
8.9. An annual certificate in respect of an investment project may be issued, for a particular taxation year or fiscal period, to a corporation or a partnership, as the case may be, if,
(1) the activities arising from the project are carried on in Québec and, if subparagraph c or c.1 of subparagraph 3 of the first paragraph of section 8.6 applies to the project, all or substantially all of the activities are carried on in a designated region;
(2) subject to the third paragraph, the total capital investments attributable to the carrying out of the project, at any time in the particular year or fiscal period, reaches at least
(a) $300,000,000, if subparagraph a of subparagraph 3 of the first paragraph of section 8.6 applies to the project,
(b) $200,000,000, if subparagraph b of that subparagraph 3 applies to the project,
(c) $75,000,000, if subparagraph c of that subparagraph 3 applies to the project,
(c.1) $50,000,000, if subparagraph c.1 of that subparagraph 3 applies to the project, or
(d) $100,000,000, if subparagraph d of that subparagraph 3 applies to the project; and
(3) where subparagraph c or c.1 of subparagraph 3 of the first paragraph of section 8.6 applies to the project, all or substantially all of the project is carried out in a designated region at any time in the particular year or fiscal period.
The Minister may not issue an annual certificate to a corporation or a partnership, in respect of an investment project, for a taxation year or fiscal period that is subsequent to the start-up period of the project unless the total capital investments attributable to the carrying out of the project has reached at least, at or before the end of that period, whichever of the amounts specified in subparagraphs a to d of the first paragraph applies to the project. In addition, the Minister may issue an annual certificate in respect of an investment project only for a taxation year or fiscal period that is included in whole or in part in the corporation’s or partnership’s tax-free period in relation to the project.
In addition, where a corporation’s taxation year or a partnership’s fiscal period is included only in part in the start-up period of an investment project, the first annual certificate, in relation to the investment project, may be issued for the year or fiscal period, as the case may be, only if the requirement of subparagraph 2 of the first paragraph is met for that part of the year or fiscal period. The same applies, where an annual certificate is to be issued for a taxation year or fiscal period that is included only in part in the corporation’s or partnership’s tax-free period, in relation to the investment project.
8.9.1. A corporation or a partnership may elect in writing to use the alternate computation method in computing its tax holidays relating to the carrying out of a large investment project, provided for in section 737.18.17.5.1 of the Taxation Act and section 34.1.0.3.1 of the Act respecting the Régie de l’assurance maladie du Québec. Such an election applies to all the corporation’s or partnership’s investment projects and is irrevocable.
The election must be made with the Minister on or before the date on which the application for a first annual certificate was filed with the Minister in respect of an investment project. If such an application has already been made in respect of all the investment projects for which the corporation or partnership holds an initial qualification certificate, the election may be made on or before 31 December 2024 unless, after that date, the corporation or partnership acquires an investment project and the Minister agrees to the transfer being made to the corporation or partnership, in accordance with the second paragraph of section 8.4.
A corporation or partnership that acquires a particular investment project in accordance with section 8.4 and has not elected to use the alternate computation method in respect of another project may make such an election in relation to the particular project on or before the later of
(1) the date on which it acquired the particular project; and
(2) 31 December 2024.
8.10. If, at a particular time, the first annual certificate that was issued to a corporation or a partnership for a particular taxation year or fiscal period, as the case may be, in respect of an investment project is revoked by the Minister, the following rules apply:
(1) the certificate is deemed never to have been issued;
(2) subject to the first sentence of the second paragraph of section 8.9, the Minister may, for a taxation year or fiscal period that is subsequent to the particular year or fiscal period, issue a first annual certificate to the corporation or partnership in respect of the project or amend an annual certificate that the Minister has already issued to it so that that certificate becomes the first annual certificate of the corporation or partnership if, for that subsequent year or fiscal period, the project meets the requirements of the first paragraph of section 8.9; and
(3) any other annual certificate issued to the corporation or partnership in respect of the project for any taxation year or fiscal period, unless subsequent to the year or fiscal period for which a certificate referred to in subparagraph 2 was issued, if any, is deemed to be revoked by the Minister at that particular time.
The effective date of the deemed revocation under subparagraph 3 of the first paragraph is the date of coming into force of the annual certificate that is deemed to be revoked.
8.11. Where two investments projects are referred to in a single initial qualification certificate following an application filed in accordance with section 8.3.2, a single annual certificate is issued, in respect of those projects, to the corporation or partnership carrying them out for any taxation year or fiscal period, as the case may be, that is included in whole or in part in the particular period that begins at the beginning of the corporation’s or partnership’s tax-free period in relation to the second project and that ends at the end of its tax-free period in relation to the first project.
The annual certificate includes the particulars provided for in the first paragraph of section 8.8 in respect of each investment project. In the case of the first annual certificate of the second investment project, the portion of the certificate that refers to it states the date of the beginning of the corporation’s or partnership’s tax-free period in relation to that project, determined in accordance with the third paragraph of that section, and the date of the end of the start-up period of the project.
In order for the annual certificate to be issued, the conditions of section 8.9 must be met in respect of each of the two investment projects.
8.12. Where an annual certificate that is the first certificate issued in respect of a second investment project is amended so as to revoke the portion of that certificate that concerns the investment project, section 8.10 applies to the amendment with the necessary modifications.
8.13. Where, in a taxation year of a corporation or a fiscal period of a partnership that ends before the beginning of its tax-free period in respect of a second investment project referred to in section 8.3.2, the corporation or partnership carries on activities arising from the carrying out of that project and the condition of paragraph 1 of section 8.9 is met in respect of those activities, the Minister must state, in the annual certificate the Minister issues to the corporation or partnership for the taxation year or fiscal period in respect of the first investment project, that the corporation or partnership is also continuing to carry out the second investment project.
However, if at the end of the start-up period in respect of the second investment project the total capital investments attributable to the carrying out of the project has not reached at least whichever of the amounts specified in subparagraphs a to d of the first paragraph of section 8.9 applies to the project, the Minister must amend every annual certificate referred to in the first paragraph to withdraw the statement, retroactively to the date of coming into force of the certificate.
CHAPTER IX
SECTORAL PARAMETERS OF TAX CREDIT FOR INTERNATIONAL FINANCIAL CENTRES IN RESPECT OF ACTIVITIES OTHER THAN BACK-OFFICE ACTIVITIES
DIVISION I
INTERPRETATION AND GENERAL
9.1. In this chapter, unless the context indicates otherwise,
“back-office activities” has the meaning assigned by section 4 of the Act respecting international financial centres;
“international financial centre” means a business described in section 6 of the Act respecting international financial centres;
“qualified establishment” has the meaning assigned by section 4 of the Act respecting international financial centres;
“qualified international financial transaction” has the meaning assigned by sections 7 to 8 of the Act respecting international financial centres, except for back-office activities referred to in paragraph 22 of that section 7;
“specialized worker” of a corporation for a particular period means an individual who, in any of the individual’s taxation years during which the individual works for a corporation, is recognized as a specialist for a particular period of that taxation year, according to a certificate referred to in subparagraph 2 of the first paragraph of section 3.2 that was issued to the corporation;
“tax credit for international financial centres” means the fiscal measure provided for in Title III.5 of Book V of Part I of the Taxation Act, under which a corporation may deduct an amount in computing its tax payable under that Part for a taxation year;
“urban agglomeration of Montréal” has the meaning assigned by section 4 of the Act respecting international financial centres.
9.2. For the purposes of Divisions I to III, the following presumptions must be taken into consideration:
(1) if a corporation holds a valid qualification certificate referred to in subparagraph 1 of the first paragraph of section 2.2, in relation to an international financial centre, that was issued to the corporation for the purposes of Chapter II in respect of a taxation year of the corporation that begins before 27 March 2015, the qualification certificate is deemed to be a business qualification certificate referred to in subparagraph 1 of the first paragraph of section 9.3, in relation to the international financial centre; and
(2) if a corporation holds a valid qualification certificate referred to in subparagraph 2 of the first paragraph of section 2.2 that was issued to the corporation, in respect of an individual, for the purposes of Chapter II in respect of a taxation year of the corporation that begins before 27 March 2015, the qualification certificate is deemed to be an employee qualification certificate referred to in subparagraph 2 of the first paragraph of section 9.3 in respect of the individual.
9.3. A corporation that intends to operate an international financial centre within the urban agglomeration of Montréal and that wishes to benefit from the tax credit for international financial centres must obtain from the Minister
(1) a qualification certificate in respect of that business (in this chapter referred to as a “business qualification certificate”); and
(2) a qualification certificate in respect of each of the individuals for which it wishes to benefit from the tax credit (in this chapter referred to as an “employee qualification certificate”).
Moreover, to benefit from the tax credit, such a corporation must also obtain from the Minister
(1) a certificate in respect of that business (in this chapter referred to as a “business certificate”); and
(2) a certificate in respect of each of the individuals for which it claims the tax credit (in this chapter referred to as an “employee certificate”).
The certificates referred to in the second paragraph must be obtained for each taxation year for which the corporation intends to claim the tax credit for international financial centres.
DIVISION II
BUSINESS-RELATED DOCUMENTS
9.4. A business qualification certificate issued to a corporation certifies, subject to the Act respecting international financial centres, that the business referred to in the certificate is recognized as an international financial centre. It also specifies that the activities engaged in or to be engaged in in the course of carrying on the business pertain to qualified international financial transactions.
9.5. The Minister issues a business qualification certificate to a corporation if the Minister is of the opinion that the activities engaged in or to be engaged in by the corporation in the course of carrying on its business are in compliance with the provisions and objectives of the Act respecting international financial centres.
9.6. A business certificate issued to a corporation certifies that the business that is referred to in the certificate and that is carried on by the corporation in the taxation year for which the application for the certificate is filed is recognized for that year, or for the part of that year that is specified in the certificate, as an international financial centre. It also specifies that the activities engaged in in the course of carrying on the business pertain to qualified international financial transactions. In addition, it mentions the address of each qualified establishment of the corporation in which those activities are carried on.
9.7. The Minister may issue a business certificate to a corporation if, for all or part of the taxation year for which the application for the certificate is filed,
(1) the business qualification certificate issued in respect of the business was valid; and
(2) the Minister is of the opinion that
(a) the activities of the business were related to qualified international financial transactions, and
(b) the activities of the business that are referred to in subparagraph a and, if applicable, the activities of another business of the corporation that are referred to in subparagraph a of subparagraph 2 of the first paragraph of section 2.6 required, at all times, in each qualified establishment of the corporation in which those activities are carried on, the work of at least six individuals each of whom is recognized by the Minister as an eligible employee of the corporation, for all or part of the year or part of year, under an employee certificate or a certificate referred to in subparagraph 2 of the second paragraph of section 2.2 that the corporation obtained in respect of the employee for the year.
Where an individual is a specialized worker of the corporation for a particular period that begins or ends in a taxation year of the corporation, the following presumptions must be taken into account for the purposes of subparagraph b of subparagraph 2 of the first paragraph:
(1) the individual is deemed to have been recognized by the Minister as an eligible employee of the corporation for the part of the taxation year that is included in the particular period; and
(2) the corporation is deemed to have obtained an employee certificate in respect of the individual for the taxation year, under which the individual is so recognized.
9.8. If the condition of subparagraph b of subparagraph 2 of the first paragraph of section 9.7 is not met for a particular period of a taxation year for which a business qualification certificate issued to a corporation is valid, the Minister may nevertheless recognize the business for the particular period provided the corporation shows, to the Minister’s satisfaction, that the situation is temporary and due to exceptional circumstances that are beyond its control.
DIVISION III
DOCUMENTS RELATING TO EMPLOYEES
9.9. An employee qualification certificate issued to a corporation certifies that the individual referred to in the certificate is recognized by the Minister as an eligible employee of the corporation for the purposes of this chapter.
9.10. In order for the Minister to recognize an individual as an eligible employee of a corporation, the Minister must be of the opinion that it may reasonably be expected that, from the date specified in the qualification certificate, the individual will be working full-time for the corporation, that is, at least 26 hours per week, for an expected minimum period of 40 weeks, and that his or her duties with the corporation will be devoted, in a proportion of at least 75%, to carrying out qualified international financial transactions as part of the operations of a business of the corporation that constitutes or is to constitute an international financial centre.
9.11. An employee certificate issued to a corporation certifies that the individual referred to in the certificate is recognized by the Minister, for the purposes of this chapter, as an eligible employee of the corporation for the taxation year for which the application for the certificate was made or for the part of that taxation year that is specified in the application.
9.12. The Minister recognizes an individual as an eligible employee of a corporation if
(1) the employee qualification certificate that was issued to the corporation in respect of the individual is valid;
(2) the individual is working full-time for the corporation, that is, at least 26 hours per week, for an expected minimum period of 40 weeks; and
(3) the individual’s duties with the corporation meet the following conditions:
(a) they were devoted, in a proportion of at least 75%, to carrying out qualified international financial transactions as part of the operations of a business of the corporation in respect of which a business qualification certificate was valid; and
(b) all or substantially all of the duties were performed in Québec and at least 50% of the individual’s working time was spent performing duties in a qualified establishment of the corporation.
9.13. The duties of an individual with a corporation that are devoted to carrying out a qualified international financial transaction mean the duties that are directly attributable to the transactional process that is specific to the transaction.
However, unless they constitute in themselves a qualified international financial transaction, the individual’s duties that relate to legal affairs, communications, accounting, finance, taxation, corporate management, human and physical resources management, electronic data processing, marketing, messenger services, reception work or secretarial work do not constitute duties that are directly attributable to the transactional process that is specific to a qualified international financial transaction.
9.13.1. An individual is recognized as an eligible employee of a corporation for the taxation year for which an application for an employee certificate was made in respect of the individual, or for a part of that taxation year, only if the condition concerning the proportion of the individual’s working time spent performing duties in a qualified establishment of the corporation is met for each month or, if applicable, part of a month that is included in that year or part of year.
9.14. If an individual is temporarily absent from work for reasons the Minister considers reasonable, the Minister may, for the purpose of determining whether the individual meets the conditions for recognition as an eligible employee of a corporation, consider that the individual continued to perform his or her duties throughout the period of absence exactly as he or she was performing them before the beginning of that period.
DIVISION IV
SPECIAL RULES
9.15. The Minister is justified in revoking a business qualification certificate issued under this chapter if the Minister is of the opinion that the activities engaged in, in the course of carrying on the business referred to in the certificate, by the corporation that obtained it are no longer in compliance with the provisions or the objectives of the Act respecting international financial centres, whether or not the corporation contravened the provisions of the Act respecting international financial centres or of this Act.
9.16. The effective date of the revocation of a qualification certificate or certificate issued under this chapter may not precede the date of the notice of revocation by more than four years.
9.17. The Minister may, before issuing a qualification certificate or a certificate under this chapter or before amending or revoking such a document, obtain the advice of CFI Montréal — Centre Financier International or of any other body pursuing similar objectives.
CHAPTER X
SECTORAL PARAMETERS OF NEW FISCAL MEASURES RELATING TO A LARGE INVESTMENT PROJECT
DIVISION I
INTERPRETATION AND GENERAL
10.1. In this chapter, unless the context indicates otherwise,
“investment period” of an investment project means the 48-month period that begins on the date specified for that purpose by the Minister in the qualification certificate referred to in the first paragraph of section 10.4 that was issued to a corporation or a partnership in relation to the project;
“new tax holiday relating to a large investment project” means either of the following fiscal measures from which a corporation holding a qualification certificate referred to in the first paragraph of section 10.4, a corporation that is a member of a partnership holding such a qualification certificate or, if the measure is the measure described in paragraph 2, any other person who is a member of such a partnership may benefit:
(1) the fiscal measure provided for in Title VII.2.3.2 of Book IV of Part I of the Taxation Act, under which the corporation may deduct an amount in computing its taxable income for a taxation year; and
(2) the fiscal measure provided for in sections 33, 34, 34.1.0.5 and 34.1.0.6 of the Act respecting the Régie de l’assurance maladie du Québec, which allows the corporation or the other person to obtain a contribution exemption under subparagraph d.2 of the sixth paragraph of section 34 of that Act;
“tax-free period” of a corporation or a partnership, in relation to an investment project, means the 10-year period that begins on the date specified for that purpose by the Minister in the first certificate referred to in the second paragraph of section 10.4 that is issued to the corporation or partnership in respect of the project.
10.2. For the purposes of this Act and despite sections 1175.28.15 and 1175.28.17 of the Taxation Act, every person who is a member of a partnership holding the qualification certificate referred to in the first paragraph of section 10.4 is considered to be the person benefiting from or availing himself, herself or itself of the fiscal measure described in paragraph 2 of the definition of “new tax holiday relating to a large investment project” in section 10.1, according to the agreed proportion in respect of the person for the partnership’s fiscal period that ends in the person’s taxation year for which the measure applies.
10.3. The Minister may suspend the investment period of an investment project if the Minister is of the opinion that the corporation or partnership, as the case may be, may not begin or continue the activities arising from the carrying out of the project without having obtained an authorization from the Gouvernement du Québec or the Government of Canada, one of their ministers or bodies, or a municipality in Québec, and that the circumstances so warrant. The Minister must notify the corporation or partnership of the date on which the suspension begins and of the date from which the investment period begins to run again.
10.4. To benefit from a new tax holiday relating to a large investment project, in respect of an investment project, a corporation or, if it claims the new tax holiday as a member of a partnership, the partnership must obtain a qualification certificate in respect of the project (in this chapter referred to as an “initial qualification certificate”) from the Minister.
In addition, the corporation or partnership must, for that purpose, obtain a certificate in respect of the investment project (in this chapter referred to as an “annual certificate”) from the Minister. Such a certificate must be obtained, as applicable, for each taxation year in which the corporation intends to claim, in respect of the project, a new tax holiday relating to a large investment project, or for each fiscal period of the partnership that ends in such a taxation year, provided that the year or fiscal period is included in whole or in part in the corporation’s or partnership’s tax-free period in relation to the project.
The documents referred to in the first and second paragraphs that are obtained by a partnership are also required in order for a person, other than a corporation, who is a member of the partnership to avail himself, herself or itself of the fiscal measure referred to in paragraph 2 of the definition of “new tax holiday relating to a large investment project” in section 10.1.
10.5. An application for an initial qualification certificate in respect of an investment project must, subject to subparagraph 4 of the first paragraph of section 10.7, be filed with the Minister before the investment project begins to be carried out and on or before 31 December 2029.
The particular time at which the total capital investments attributable to the carrying out of a project, determined in accordance with section 10.11, exceed $1,000,000 is considered to be the beginning of the carrying out of the project.
10.6. An application for an annual certificate in respect of an investment project must be filed with the Minister within 15 months after the end of the taxation year or fiscal period for which it is made.
However, if the Minister considers that the circumstances so warrant, the Minister may grant such an application despite the expiry of that time limit, provided the application is filed on or before the last day of the 18th month following the end of the taxation year or fiscal period concerned.
The corporation or partnership must, regarding the issue of a first annual certificate in respect of an investment project, include with its application a report from an independent auditor certifying
(1) the total capital investments attributable to the carrying out of the project, determined in accordance with section 10.11, at the end of the taxation year or fiscal period;
(2) a breakdown of those capital investments according to where the acquired property is intended to be used primarily;
(3) the total amount of government assistance or non-government assistance, within the meaning assigned to those expressions by the first paragraph of section 1029.6.0.0.1 of the Taxation Act, that is attributable to a capital investment referred to in subparagraph 1 and that, on or before the time of the application, the corporation, the partnership or any of its members has received, is entitled to receive or may reasonably expect to receive; and
(4) any other information prescribed by the Minister.
The Minister may not issue an annual certificate to a corporation or a partnership in respect of an investment project for a particular taxation year or fiscal period unless, at the time the annual certificate is to be issued, the initial qualification certificate that the corporation or partnership, as the case may be, holds in relation to the project is still valid.
If, at a particular time, the Minister revokes the initial qualification certificate issued to a corporation or a partnership in respect of an investment project, any annual certificate issued to the corporation or partnership in respect of the project for a taxation year or fiscal period that is subsequent to the taxation year or fiscal period that includes the effective date of the revocation is deemed to be revoked by the Minister at that time. In such a case, the effective date of the deemed revocation is the date of coming into force of the certificate that is deemed to be revoked. The annual certificate issued in respect of the project for the second-mentioned taxation year or fiscal period is also deemed to be revoked by the Minister at that time, except that the effective date of the deemed revocation is the date specified in the notice of revocation of the initial qualification certificate.
10.7. Where, at any time in a particular taxation year or fiscal period, a corporation or a partnership acquires from another corporation or partnership (in this section referred to as the “transferee” and the “transferor”, respectively) all or substantially all of the part that is carried on in Québec of the business in connection with which are carried on activities arising from the carrying out of an investment project that has been referred to in a first annual certificate and in respect of which the transferor holds a valid initial qualification certificate and where, for the purposes of this chapter, the Minister agrees to the transfer of the activities to the transferee, the following rules apply:
(1) the initial qualification certificate issued to the transferor is deemed to be revoked from that time;
(2) the annual certificate that, if applicable, was issued to the transferor in respect of the project, for the particular year or fiscal period, is also deemed to be revoked from that time;
(3) the first annual certificate issued or deemed, because of the application of this subparagraph, to have been issued to the transferor in respect of the project is, for the purposes of the definition of “tax-free period” in section 10.1 and of the first paragraph of section 10.11, deemed to have been issued to the transferee; and
(4) the Minister must issue an initial qualification certificate to the transferee in respect of the project, which comes into force at that time.
The Minister may agree to the transfer of the activities arising from the carrying out of the investment project to the transferee if the transferee undertakes to continue in Québec the carrying out of all or substantially all of the project as submitted to and approved by the Minister at the time of the transfer.
If the Minister issued a particular initial qualification certificate to a transferee under subparagraph 4 of the first paragraph in relation to the acquisition (in this paragraph referred to as the “particular acquisition”) by the transferee, at any time, of all or substantially all of the part that is carried on in Québec of the particular business in connection with which activities arising from the carrying out of the investment project in respect of which that qualification certificate was issued are carried on and if, at a time subsequent to the time of the particular acquisition, the Minister revokes or is deemed, because of the application of this paragraph, to have revoked the initial qualification certificate that was issued to the transferor involved in the particular acquisition in respect of that project, the particular qualification certificate is also deemed to have been revoked by the Minister at that subsequent time. The effective date of the deemed revocation is the date of coming into force of the particular qualification certificate.
DIVISION II
INITIAL QUALIFICATION CERTIFICATE
10.8. An initial qualification certificate issued to a corporation or a partnership, as the case may be, states that the investment project referred to in it will likely be recognized as a large investment project. The Minister also enters the date of the beginning of the investment period of the project in the qualification certificate.
The date of the beginning of the investment period of a project is the date elected by the corporation or partnership in its application for an initial qualification certificate, provided the date is included in the 12-month period after the application was filed. If the election is not made, or if the elected date is not included in the prescribed period, the Minister sets the date within that period.
Where the qualification certificate is issued under subparagraph 4 of the first paragraph of section 10.7, it also specifies that the Minister authorizes the transfer of the activities arising from the carrying out of the investment project to the corporation or partnership and states both the date of the beginning of the tax-free period in relation to the project that is mentioned in the first annual certificate that was obtained in its respect and that is deemed to have been issued to the corporation or partnership under subparagraph 3 of the first paragraph of that section and the date of the beginning of the investment period that is mentioned in the initial qualification certificate that was issued in respect of the project to the other corporation or partnership that transferred its activities to the corporation or partnership.
10.9. The Minister issues an initial qualification certificate in respect of an investment project to a corporation or a partnership if
(1) the project is to be carried out after 21 March 2023 and the corporation or partnership shows, to the Minister’s satisfaction, that the activities arising from the project will be carried on in Québec;
(2) the project concerns activities that are not part of the excluded sectors of activity; and
(3) the corporation or partnership shows, to the Minister’s satisfaction, that it is likely that, as a result of the carrying out of the project, at or before the end of the investment period of the project, the total capital investments attributable to its carrying out, determined in accordance with section 10.11, will be at least $100,000,000.
10.10. The following sectors are excluded sectors of activity:
(1) the mining, quarrying, and oil and gas extraction sector described under code 21 of the North American Industry Classification System (NAICS) Canada, as amended from time to time and published by Statistics Canada, such a code being in this section referred to as a “NAICS code”, except for the extraction of critical and strategic minerals;
(2) the utilities sector described under NAICS code 22;
(3) the construction sector described under NAICS code 23;
(4) the tobacco manufacturing sector described under NAICS code 3122;
(5) the petroleum and coal product manufacturing sector described under NAICS code 3241;
(6) the alumina and aluminum production and processing sector described under NAICS code 3313;
(7) the cigarette and tobacco product merchant wholesalers sector described under NAICS code 4133;
(8) the gasoline stations and fuel vendors sector described under NAICS code 457;
(9) the pipeline transportation sector described under NAICS code 486;
(10) the motion picture and video industries sector described under NAICS code 5121;
(11) the broadcasting and content providers sector described under NAICS code 516;
(12) the computing infrastructure providers, data processing, web hosting, and related services sector described under NAICS code 518;
(13) the finance and insurance sector described under NAICS code 52;
(14) the real estate and rental and leasing sector described under NAICS code 53;
(15) the advertising, public relations, and related services sector described under NAICS code 5418;
(16) the holding companies sector described under NAICS code 551113;
(17) the educational services sector described under NAICS code 61;
(18) the health care and social assistance sector described under NAICS code 62;
(19) the spectator sports sector described under NAICS code 71121;
(20) the gambling industries sector described under NAICS code 7132;
(21) the accommodation and food services sector described under NAICS code 72;
(22) the religious, grant-making, civic, and professional and similar organizations sector described under NAICS code 813; and
(23) the public administration sector described under NAICS code 91.
Activities reasonably attributable to the hosting, production or sharing of content encouraging violence or sexism, racism or any other form of discrimination, supporting an illegal activity or comprising explicit sex scenes or graphic representations of such scenes, are deemed to be part of an excluded sector.
Antimony, bismuth, cadmium, cesium, copper, gallium, indium, tellurium, tin and zinc are considered to be critical minerals.
Cobalt, graphite (natural), lithium, magnesium, nickel, niobium, platinum group elements, rare earth elements, scandium, tantalum, titanium and vanadium are considered to be strategic minerals.
10.11. The total capital investments attributable to the carrying out of a corporation’s or a partnership’s investment project, at a particular time, correspond to the aggregate of the expenditures of a capital nature incurred, from the beginning of the investment period of the project until that time, to obtain the property required for the carrying out of the investment project.
To be taken into account in computing the total capital investments, an expenditure of a capital nature must be incurred in respect of a property that
(1) is included in a depreciation class listed in Schedule B to the Regulation respecting the Taxation Act (chapter I-3, r. 1); (2) before its acquisition, was not used for any purpose or acquired to be used or leased for any purpose whatsoever; and
(3) was not acquired in replacement of a property the capital cost of which was taken into consideration in computing that total.
In addition, an expenditure of a capital nature must be subtracted from the total capital investments attributable to the carrying out of an investment project, if the property for whose acquisition the expenditure was incurred ceases to be used primarily in Québec in connection with activities arising from the carrying out of the project before the end of the period of 730 days following the beginning of its use. This rule does not apply if the cessation of use arises from the loss or involuntary destruction of the property by fire, theft or water, or a major breakdown of the property.
However, in computing the total capital investments attributable to the carrying out of an investment project of a corporation or a partnership, the following expenditures are not taken into account:
(1) expenditures incurred with a person with whom the corporation or a corporation that is a member of the partnership is not dealing at arm’s length;
(2) financing expenses, including borrowing costs; and
(3) labour expenditures, other than those related to the installation of a property.
For the purposes of subparagraph 3 of the fourth paragraph, a labour expenditure means the salaries or wages incurred in respect of an employee of the corporation or partnership and the consideration incurred for services rendered to the corporation or partnership by a third person.
DIVISION III
ANNUAL CERTIFICATE
10.12. An annual certificate issued to a corporation or a partnership in respect of an investment project certifies that the corporation or partnership is continuing, in the taxation year or fiscal period, as the case may be, for which the application for the certificate is made, to carry out the investment project in respect of which an initial qualification certificate was issued to it. The certificate also confirms that the project is recognized for the year or fiscal period as a large investment project.
In the first annual certificate issued in respect of an investment project, the Minister specifies the date of the beginning of the corporation’s or partnership’s tax-free period in relation to the project, the total capital investments attributable to its carrying out, determined in accordance with section 10.11, and a breakdown of those expenditures according to where the property that has been or will be acquired is intended to be used primarily.
The date of the beginning of the tax-free period is the date elected by the corporation or partnership in accordance with the fourth paragraph or, if such an election has not been so made, the date of the end of the investment period of the project.
The corporation or partnership elects the date of the beginning of its tax-free period, in relation to the investment project, by entering it in its application for a first annual certificate in respect of the project. The election is only valid if the date is included in the period that begins on the day on which the total capital investments attributable to the carrying out of the project are, for the first time, equal to or greater than $100,000,000 and that ends at the end of the investment period of the project.
10.13. An annual certificate in respect of an investment project may be issued, for a particular taxation year or fiscal period, to a corporation or a partnership, as the case may be, if
(1) the activities arising from the project are carried on in Québec; and
(2) subject to the third paragraph, the total capital investments attributable to the carrying out of the project, at any time in the particular year or fiscal period, are at least $100,000,000.
The Minister may not issue an annual certificate to a corporation or a partnership, in respect of an investment project, for a taxation year or fiscal period that is subsequent to the investment period of the project unless the total capital investments attributable to the carrying out of the project have reached at least, at or before the end of that period, $100,000,000. In addition, the Minister may issue an annual certificate in respect of an investment project only for a taxation year or fiscal period that is included in whole or in part in the corporation’s or partnership’s tax-free period in relation to the project.
In addition, where a corporation’s taxation year or a partnership’s fiscal period is included only in part in the investment period of a project, the first annual certificate, in relation to the investment project, may be issued for the year or fiscal period, as the case may be, only if the requirement of subparagraph 2 of the first paragraph is met for that part of the year or fiscal period. The same applies where an annual certificate is to be issued for a taxation year or fiscal period that is included only in part in the corporation’s or partnership’s tax-free period, in relation to the investment project.
10.14. Where, at a particular time, the first annual certificate that was issued to a corporation or a partnership, as the case may be, for a particular taxation year or fiscal period in respect of an investment project is revoked by the Minister, the following rules apply:
(1) the certificate is deemed never to have been issued;
(2) subject to the first sentence of the second paragraph of section 10.13, the Minister may, for a taxation year or fiscal period that is subsequent to the particular year or fiscal period, issue a first annual certificate to the corporation or partnership in respect of the project or amend an annual certificate that the Minister has already issued to it so that that certificate becomes the corporation’s or partnership’s first annual certificate if, for that subsequent year or fiscal period, the project meets the requirements of the first paragraph of section 10.13; and
(3) any other annual certificate issued to the corporation or partnership in respect of the project for any taxation year or fiscal period, unless subsequent to the year or fiscal period for which any certificate referred to in subparagraph 2 was issued, is deemed to be revoked by the Minister at that particular time.
The effective date of the deemed revocation under subparagraph 3 of the first paragraph is the date of coming into force of the annual certificate that is deemed to be revoked.
