A corporation which will generate investment income is incorporated outside Canada (and, thus, is not a Canadian corporation, as per s. 89(1) and, therefore, is not a Canadian-controlled private corporation under s. 125(7)), but has its central management and control in Canada. As a non-CCPC, it is not subject to the refundable tax under s. 123.3, and is entitled to the s. 123.4(2) deduction. Would s. 245(2) apply? CRA stated:
In the circumstances, the incorporation of the Corporation under the corporate laws of a foreign jurisdiction is a transaction that would provide a tax benefit consisting of the avoidance of the refundable tax on investment income of a CCPC under section 123.3, and the general tax deduction under subsection 123.4(2).
… If the purpose of such a transaction were to avoid CCPC status in order to defeat the purpose and intent of various anti-avoidance rules applicable to investment income, including section 123.3 and subsection 123.4(2), the CRA would consider, depending on the circumstances, application of the GAAR under subsection 245(2).