Proposed transaction
The services agreement of Canco (which carries on business in Canada through its own employees) with another non-resident corporation in the group (Top Foreignco) will be replaced by a similar services agreement with the immediate non-resident parent of Canco (Foreignco). Pursuant to a new services agreement with Foreignco, Canco will provide “Computer Services” and “Other Support Services” to Foreignco and other non-resident members of the group in consideration for reasonable fees. The “Computer Services” will entail the use of a Canadian server owned by Canco for hosting internal and external web hosting, electronic mail, time and billing systems, design program development services, maintenance of client data systems (data storage and backup, restore and patching services) and central network management (enterprise and network architecture) and support services (user training, and help desk). “Other Support Services” means accounting, financial, anti-money laundering, compliance, administrative support, information resources management and marketing services. The new services agreement will specify that Canco will not have the authority to execute or deliver any contract, agreement or instrument in the name of, or on behalf of, or to act as agent of, Foreignco or any other non-resident member of the group.
Ruling
Canco’s provision of the services pursuant to the new services agreement to Foreignco and the other non-resident members of the group will not by itself cause any of them to be carrying on business in Canada for the purposes of ss. 2(3)(b) and 115(1).