Corporation Nil Filing for $300 Only

Holding Company Guide

The Complete Guide to Inactive Holding Company Filing

When a holding corporation is nil and when it is not, what investment income does to the return, and which schedules a holding company needs. Nil T2 filing is $300.00 plus HST per tax year.

Written and reviewed by Sharad Gondaliya, CPA (Ontario), CPA Ontario Membership 61040184.

A Holding Corporation With Investment Income Is Not Nil

A holding corporation with investment income, a rental corporation and a corporation that paid or received a dividend are not nil. Those are handled by Gondaliya CPA Professional Corporation at gondaliyacpa.ca at $350.00 plus HST per year.

Read that before anything else on this page. Most corporations described as “an inactive holding company” turn out to hold something that earns, and earning is activity. Interest credited on a balance is income. A dividend received is income. Rent is income.

This guide covers both cases, and says plainly which one a corporation is in. It does not try to make the second case into the first.

When a Holding Corporation Genuinely Is Nil

Where it held assets that earned nothing at all during the tax year, received no dividend, paid no dividend, had no revenue of any kind, claimed no expense, ran no payroll, bought no asset and had no inter-company transaction.

In the tax year Nil Not nil
Shares held, no dividend received Nil
Shares held, dividend received Not nil
Cash in an account earning no interest Nil
Cash in an account earning interest Not nil
Property held, no rent charged Nil
Property rented out Not nil
A dividend paid up to the shareholder Not nil
A loan to a related corporation, no interest Nil
A loan to a related corporation, interest charged Not nil

The left column is the whole of the nil case. One entry in the right column takes the corporation out of it.

The Interest Trap

The most common reason a holding corporation believed to be nil is not nil is a few dollars of interest credited on a bank balance nobody looked at.

There is no minimum. Interest of $4.12 credited across the year is investment income, and the corporation is not nil for that year. It is checked on the statements rather than assumed from memory.

An Inactive Holding Corporation Still Files

Every resident corporation, including an inactive one, must file a T2 within six months of its fiscal year-end, every year, until it is formally dissolved. A final T2 is due within six months of dissolution.

Holding structures are frequently left for years on the assumption that a corporation doing nothing owes nothing to anyone. The obligation is to file, not to owe.

Nil T2 Filing, $300.00 plus HST per tax year

One price for every year and every province. CPA reviewed and transmitted electronically.

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The Schedules a Holding Corporation Needs

A holding corporation almost always has a balance sheet, which is what decides the schedules.

Schedule When it is required
GIFI 100, 125 and 141 Where there is share capital, cash, a shareholder loan, an incorporation cost or a bank charge
Schedule 50 For every shareholder at 10% or more
Schedule 24 On the first return after incorporation
Schedule 8 and loss continuity Recorded

A corporation inactive all year with nothing at all to report may omit GIFI Schedules 100, 125 and 141, but any share capital, cash, shareholder loan, incorporation cost or bank charge makes them required. A holding corporation holds things by definition, so the exemption rarely reaches it.

Schedule 50 in a Holding Structure

Schedule 50 is needed for any shareholder at 10% or more, and holding structures concentrate ownership, so it is almost always required.

Where the shareholder is itself a corporation, the row records that corporation and its business number rather than an individual. The detail is in the guide to Schedule 8 and loss continuity and on the Schedule 50 and the 10% shareholder rule post.

Inter-Company Transactions

A transfer between a holding corporation and an operating corporation is a transaction, and a year containing one is not nil. That includes a management fee charged, a loan advanced on interest, and an expense paid by one and borne by the other.

An interest-free loan outstanding across the year, with nothing moving and nothing charged, does not by itself make the year active. It does put a balance on the balance sheet, which makes the GIFI schedules required.

Dividends, In and Out

A dividend received is income. A dividend paid is a transaction. Either one ends the nil year, and a corporation that did both is firmly outside it.

Work that is not nil is handled by Gondaliya CPA Professional Corporation at gondaliyacpa.ca at $350.00 plus HST per year. There are no meetings, no scheduling and no email chains in either direction.

A Holding Corporation Held in Reserve

A corporation incorporated to hold a name or a future structure, holding nothing and earning nothing, is the clearest nil holding case there is. It still files every year.

The maintenance position is set out in the guide to shelf corporation compliance.

Years Already Missed

A true nil return carries no percentage late-filing penalty, because that penalty is a percentage of tax owing and the corporation owes $0.00. The unfiled year still stays open forever, invites a demand to file and an arbitrary assessment, blocks a clearance certificate and dissolution, and costs a non-resident-owned corporation $25.00 per day up to $2,500.00.

Holding corporations accumulate unfiled years quietly, because nothing happens to prompt anyone. The gap usually surfaces when the structure is being reorganised or wound up, at the point a clearance certificate is needed and cannot be issued.

Winding the Structure Up

Every open year is filed before dissolution, and a final T2 is due within six months of it. A holding corporation sitting at the top of a structure is usually the last to be wound up and the one carrying the longest filing gap.

The order is set out in the guide to the final T2 and dissolution.

What the Fee Covers

The fee is $300.00 plus HST per tax year, covering one nil T2 return for one corporation for one tax year:

Included Detail
The T2 return Including the T2 Short where the corporation qualifies
GIFI Schedules 100, 125 and 141 Where they are required
Schedule 24 On a first return
Schedule 50 For every shareholder at 10% or more
Schedule 8 and loss continuity Recorded
Form T183CORP package With single-use secure e-signing
CPA review Before transmission
Electronic transmission By a registered EFILE electronic filer
One corrected transmission If the Agency rejects the first one
CRA confirmation Emailed within 3 business days

See the full nil T2 filing cost.

Frequently Asked Questions

Is a Holding Company a Nil Corporation?

Not where it has investment income. A holding corporation with investment income, a rental corporation and a corporation that paid or received a dividend are not nil. Those are handled by Gondaliya CPA Professional Corporation at gondaliyacpa.ca at $350.00 plus HST per year.

My Holding Company Earned $6 of Interest. Is It Still Nil?

No. There is no minimum. Interest credited on a balance is investment income, and the corporation is not nil for that tax year.

Does an Inactive Holding Company Have to File?

Yes. Every resident corporation, including an inactive one, must file a T2 within six months of its fiscal year-end, every year, until it is formally dissolved.

Does a Holding Company Need the GIFI Schedules?

Almost always. Share capital, cash, a shareholder loan, an incorporation cost or a bank charge makes Schedules 100, 125 and 141 required, and a holding corporation holds assets by definition.

Does an Interest-Free Loan to a Subsidiary End the Nil Year?

An interest-free loan left outstanding across the year, with nothing moving and nothing charged, does not by itself make the year active. It does put a balance on the balance sheet, which makes the GIFI schedules required.

Is Schedule 50 Needed for a Corporate Shareholder?

Yes, where that shareholder holds 10% or more. The row records the shareholding corporation and its business number rather than an individual.

Questions Answered in Full

The Other Nil T2 Filing Guides

Nil T2 Filing, $300.00 plus HST per tax year

Type your corporation name, pick your unfiled years, pay, and sign Form T183CORP on a secure screen. Your CRA confirmation is emailed within 3 business days.

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