A Delaware corporation was converted into an Iowa limited liability company (the “Conversion”) pursuant to provisions in the applicable statutes that contemplated that the converted entity was the same entity as the converted corporation. The Directorate stated:
[B]oth are considered corporations for the purpose of the Act. … In such case, the CRA would generally rely on the relevant foreign corporate or company law and the details of the plan of conversion to determine whether there is a continuity of existence on the Conversion.
Under the relevant provisions of [the two statutes] the Conversion is not deemed to constitute a wind-up or dissolution of [the company, and it] is considered to be the same entity as and a continuation of [the other].
Provided that the plan of conversion does not provide for [it] to cease to exist, it is our view that, for the purposes of the Act, [it] is considered to be the same entity that it was prior to the Conversion. Consequently, in this case, [it] can retain the same business number and tax accounts after the Conversion for Canadian tax purposes.