Regular readers may recall the article we wrote on the topic of officer liability. There we commented on circumstances in which officers of corporations under the Canada Not-for-profit Corporations Act (CNCA) (whether continued to it or incorporated there) will be exposed to personal liability. Not long after that piece was written, an Executive Director of a corporation considering continuing to the CNCA who is an employee and not an officer in accordance with the corporation’s by-laws, asked us if she would owe a fiduciary duty to the corporation under the CNCA. On reflection, we concluded that the new officer provisions in the CNCA create a statutory framework wherein employees could be held liable for a breach of the same duties that are applicable to directors of those corporations. We left, for the moment, the question as to whether these duties were “fiduciary” or not.
Board members and senior management are quite familiar with compliance requirements for CEO and CFOs certification and the importance of maintaining strong internal controls over financial results. The certification process extends to internal controls over income taxes balances in the financial statements. For the majority of companies with a well-staffed tax department, monitoring controls remain the strongest control and most frequently used. Senior management is however, frequently unaware of the potentially material risk associated with tax plans implemented in the past; undergoing an annual TPIR assists in mitigating this risk to a manageable level.
Here is an issue you might need to keep in mind in the coming months. As it stands, a recent United States tax law will require Canadian banks nd other financial institutions (including credit unions, pension managers, insurance companies, and others) to provide some Canadian (and American) citizens’ information to the American Internal Revenue Service (IRS). The US Foreign Account Tax Compliance Act, which is set to come into effect through 2013 and 2014, aims to catch tax-evading “US persons” living abroad, including those with dual US-Canada citizenship
When I think about taxes—as one can’t help around this time of year—I find it nearly impossible not to think about the trouble our representatives put us through—not only in tax season, but throughout the year. Except for a few lucky individuals, taxes are confusing; if they weren’t, we wouldn’t need a massive (and growing) class of citizens to explain them to us—or to simply take them out of our hands. And when politicians say they want to make taxes simpler or less burdensome—and they often do say these things—they almost always want to add some tax measure or another (i.e., complicate matters) rather than take any away (i.e., simplify).
I’ve lost count of the coming-into-force dates the government has set for the Ontario Not-for-profit Corporations Act to take effect, but this time at least it seems there’s a clear reason. The previous estimate for the law to come into force was July of this year; the new estimated date is “no earlier than” January 2014.
By now, countless businesses have had to address some issue relating to an employee using her or his personal digital device for work purposes (“bring your own device” or BYOD). An employee wants to access the office wireless network on her laptop so she can work while away from her desk; another wants to store and view work documents on his tablet; another just wants to check her work email from her smartphone. These are just a few of the many ways workers are using personal digital devices to perform work-related tasks.