Mise à jour trimestrielle :
Le règlement des différends fiscaux
en 2023 | Séance 2 (en anglais)

JOHN SORENSEN: I can see the number of attendees joining is kind of leveled off, so maybe we'll get going. Apologies our moderator is having technical difficulties, so the wonderful and elaborate introductions that he would have done are going to fall by the wayside. I'll introduce myself and each of today's speakers will introduce themselves. So my name is John Sorensen, I'm a tax partner in the Gowling office here in Toronto, specializing in tax dispute resolution.

And I see the slides are advancing. On the side there, there's some terrific pictures of the team, and my topic today will be proposed amendments to the general anti-avoidance rule. So if we can flip over to my first slide, that'd be great. Great so as noted in the invitation to this session, the general anti-avoidance rule or the GAAR has loomed over Canadian tax law for about 35 years.

And its shadow will likely grow longer if or rather when amendments that have been proposed in budget 2023 are implemented. Now, avoidance strategies have been around as long as tax itself. From time to time the government perceives and avoidance strategy as a mischief, and seeks to limit the tax planning opportunity legislatively through the use of a specific limiting rule.

Tax advisors seek to find workarounds, and the cat and mouse game of avoidance and anti-avoidance rules continues almost like Newton's third law for every action, there's an equal and opposite reaction. And viewed in this context it's not overly surprising that the government of Canada would want to include in its array of tools to combat tax avoidance, a broad anti-avoidance rule like the GAAR, which just noted has been around since September 1988, so almost 35 years.

And the GAAR is more of a shotgun than it is a targeted sniper approach that you would use to describe say specific anti-avoidance rules. Many cases have been litigated including about a half a dozen cases that have made it up to the Supreme Court, including most recently Deans night. And as a result of the many cases that have been litigated, the application of the GAAR has become more rigorous and less of what people used to call a smell test.

In other words, it's pretty well understood and I think from the crown's perspective, it's been highly effective. And in any case, what can't be measured outside of the wins and losses in court is the chilling effect that the GAAR would have had and continues to have on aggressive tax planning. So now, in the 2020 fall economic statement, the government of Canada alluded to strengthening the GAAR. And this led up to a consultation paper that was released in August 2022.

Community comments were received and then proposed legislation was included in the 2023 federal budget announced on March 28. When you look at the proposed amendments in context, I think they're driven more by politics than tax policy, the government needs to be seen to be quote-unquote "Cracking down," and finance had to do something because it was directed to do something.

Finance has stated publicly that amending the GAAR to include an economic substance test was part of the government's platform that had to be accomplished, and the task was thus to try and implement this new doctrine, this new rule while not simultaneously upending almost 30 years of GAAR case law. If we can go back, actually, to the previous slide, here we go. So for the benefit of people who haven't spent too much time looking closely at the GAAR, I'll just review the fundamentals very quickly.

So when a transaction technically adheres to the terms of the specific provisions of the Income Tax Act, or technically and narrowly avoids their application, the GAAR empowers the Canada Revenue Agency to take action if this technical compliance with the act doesn't accord with the object and spirit of the relevant provisions. Where the GAAR applies the CRA can deny a tax benefit from a transaction or series of transactions and dictate consequences that are reasonable in the circumstances.

So on the slide, there's the three criteria for the GAAR to apply. These are taken from Canada Trustco case, leading case from 2005, so it has to be a tax benefit. The transaction in question has to have been an avoidance transaction. This is based on a principal or primary purpose test. So stated in a simpler way and avoidance transaction is one that's carried out primarily to obtain a tax benefit.

And then the third criteria is, there must have been abusive tax avoidance in the sense that it cannot reasonably be concluded that a tax benefit would be consistent with the object, spirit, and purpose of the relevant provisions. So the exercise for a court, when considering the GAAR is to deploy a textual, contextual, and purpose of analysis to seek to localize the object, spirit, and purpose of the relevant provisions.

Object, spirit, and purpose also being called the policy, following which the court then seeks to determine whether the impugned tax strategy contravenes that policy. So if we can flip to the next slide, please. So this is the proposed preamble that would be added to the GAAR. And preambles are not that unusual in Canadian law, they are a bit unusual in Canadian taxation law.

Usually you'll see preambles being implemented in response to criminal or constitutional cases or environmental matters. The purpose of a preamble is more or less to state the aspirations, or the morals, or the overriding message of a piece of legislation, arguably directed as much to the public as to the courts. So when you look at this rule, you'll notice that in the first paragraph, it makes reference to the GAAR applying to deny a tax benefit avoidance transactions that result directly or indirectly from a misuse of provisions of the act or an abuse having regard to those provisions read as a whole.

This is nothing new. This is a well-established principle, but I think what finance is trying to do here arguably is reanimate the difference between misuse of the provisions of the act and abuse of the provisions read as a whole. So the original idea, I think, when the GAAR was enacted was that, it could address situations where there's no abuse of a specific provision, but somehow result is achieved that's offensive to the act as a whole, which is kind of hard to imagine how that could occur, to be honest with you, but in any case in Canada Trustco the Supreme Court held that these concepts are indivisible.

Apparently finance had a hard time accepting that, so it's been reintroduced. The question is, again, what is a judge supposed to do with this? Does this wording add or change anything? And I think that remains to be seen. The preamble also speaks to a taxpayer's need for certainty in planning their affairs, balanced against fairness to all Canadians and to the tax system.

And so I think what finance is getting at here are these fundamental tax system norms or values because you'll often hear courts speak to certainty, predictability, and fairness in tax planning and in the resolution of disputes, and these themes kind of permeate the case law. And I think regrettably what finance has done here is they've confused the concept of fairness in this context. So certainty, predictability, and fairness are just principles that are consonant with a rule of law, principles that hold the line against the arbitrary deployment of state resources against citizens.

So the idea is that these principles reinforce a rigorous interpretation of law, and fairness in this context was never meant to be anything other than that. And I don't think any case has ever actually turned on the concept of quote-unquote fairness to anyone. So it's unclear whether this wording can mean anything at all. On the interest of time, I think we'll skip the next point, which is, again, pretty minor and go on to the next slide.

Something interesting happening here, I mentioned a moment ago that the avoidance transaction definition has a principal purpose test as it is, or a primary purpose test. What is being proposed is that, the bar would be lowered. So an avoidance transaction may be found or it may reasonably be considered that one of the main purposes is to obtain a tax benefit.

So one of the main purposes is, of course, linguistically impossible and yet the courts have had to give meaning to this peculiar phrase. And what it means in practice is a purpose that is important as opposed to incidental. If you go to the next slide, and here's where things get really interesting. So here finance is trying to put back on the table some means to attack what it feels would be vacuous transactions.

I think, some of this language is a bit challenging though. So the provision speaks to, if a transaction and one transaction is significantly lacking in economic substance, that tends to indicate that the transaction results in a misuse. This is unusual wording, a tending to test doesn't appear anywhere else in the Income Tax Act, it's vague wording.

And I actually did a bit of research and found that this idea of something tending to appears in the Endangered Species Act as it pertains to the barn swallow and the Eastern Meadowlark which I think are birds. It's a strange concept to bake into a rule like the GAAR, which is a pretty aggressive rule. It is after all predicated on the idea of overturning a result that complies with the wording of the Income Tax Act, but that's offensive because somehow it's transgressive of an underlying policy.

So that kind of rule needs to be rigorously interpreted, carefully applied. So this loose wording about something tending to indicate something, I think, is a bit troubling in the context of a very powerful rule. And it occurs again, you see later factors that tend, so we have a double tending to test which again a bit of a head scratcher. And then a further nebulous phrase depending on the circumstances.

Well, everything in law depends on the circumstances, so this doesn't really add much. And the kicker is then the last word here, includes so this is a non-exhaustive test. So finance hasn't actually done the work to fully define or really even partially define what economic substance would be, and have left it to the courts, it seems. If you go to the next slide, again, sorry to be so critical if anyone from finance is listening, but yeah, so the first paragraph here speaks to all or substantially all of the opportunity.

Got to stop them, sort of pause on that for a moment, all or substantially all typically means 90%25, and it's a quantitative concept you could say all or substantially all of the fair market value, for example. I don't know how you quantify 90%25 of an opportunity that seems difficult to wrap your head around. And in any case, whatever that means all or substantially the opportunity for gain or profit risk of loss to the taxpayer taken together with all of those of non-arm's length taxpayers remains unchanged.

So the arm's length concept is really interesting that it's being introduced here. So I think we all know that the Tax Act includes a deeming rule around whether parties are operating at arm's length. Otherwise, it's a question of fact, whether parties are acting in concert or in the same directing mind. And while those concepts are pretty well known, you have to ask yourself how that's going to integrate into the GAAR.

One challenge may be it's well established that the crown has the burden of persuasion when it comes to misuse or abuse. So the crown has the burden at this stage of the test, but this is a factual question. So one wonders, how the crown would manage the factual aspect of the misuse or abuse analysis, if non-arm's length criteria are factual, which they are, which would have to be established.

And then the question of, what does this really do? Is a bit of an open question because if a court considers economic substance, a undefined or vaguely defined concept in the amendments, and then finds that there is economic substance, then the usual textual, contextual purpose of analysis applies. If a court does the economic analysis and says, oh, this has no economic substance, the court still engages in the usual textual, contextual purpose of analysis to localize the policy and query whether it's been frustrated.

So if the court's going to do the same analysis anyway, one wonders what value there is to this overriding economic substance concept, and it'll be for a judge to decide some fine day, but it's I think, it will be a challenge to see exactly how it'll be interpreted in practice. And finally, I realize I've run a bit long, so I have to cut myself off. But I'll give an example of why this is challenging.

Take the case of Singleton, it's a well-known case among tax practitioners. Really in a nutshell, point in time one, Singleton has capital in his law firm and wishes to acquire a house, which would be something he would need to finance. While he takes his own capital, and purchases a house. And then, of course, needs to recapitalize his law firm, so he finances that. Well, what's the difference? Well, point in time one, point in time two, his economic position hasn't really changed. He still only has a certain level of, for lack of a better term, personal wealth.

And in both scenarios, he has a need for financing. But in the scenario when he woke up on day one, he can't deduct mortgage interest. But if he buys the house for cash, and recapitalizes his law firm with debt he can deduct interest. The CRA litigated this thing all the way to the Supreme Court of Canada, and I think the offense was around the fact that you can't deduct mortgage interest.

But also, in terms of economic substance, his position has not really changed. And he succeeded in the Supreme Court of Canada, and many of us look at Singleton as a paradigm example of perfectly legitimate and acceptable tax planning. But it does lack an economic substance and it was purely driven by tax, it's just it was just a tax play, so it's hard to reconcile how a paradigm example of legitimate and effective tax planning can be squared with economic substance. There's a lot more that could be said, but I've already gone well over time. So at this point I'll throw it over to Pierre and to Andre to take over.

ANDRE BERGERON: Sounds good, thanks John. Always super interesting, and can't wait to be part of the economists that are going to try to define this attending too as part of the GAAR. So good afternoon. Welcome to our presentation, we'll give you a quick update on the OECD's two pillar solution to reform international tax rules. We'll provide an introduction to pillars 1 and 2, and a quick update on the OECD's initiatives so far, to give you more context as to what's going on internationally.

So what is the OECD's two-pillar solution? So basically, the OECD is looking to address tax challenges which have arisen from globalization and digitalization. The reform is a direct implementation measure for action one of the OECD's base erosion and profit shifting project known as known as BEPS. And the objective was really to address tax challenges arising from digitalization. And overall, this has been agreed to by 138 members of the OECD's G20 inclusive framework. So the next slide.

PIERRE ALARY: OK, so what is pillar one? Pillar one applies to about 100 of the largest and most profitable multinationals. So this includes MNEs with gross revenues exceeding 20 billion euros and profitability above 10%25. So pillar one aims to allocate profits to countries where these companies sell their products or provide their services, and it ensures the MNE will pay income tax based on the location of the users and the customers.

The OECD refers to jurisdictions in which consumers and users are located as market jurisdictions. So pillar one will set a cap on the residual profits allocated to the market jurisdiction with safe harbor rules on sales and marketing, and it will require all participating countries to remove digital sales services taxes and other relevant measures. Next slide, please.

So how is pillar one calculated? Pillar one includes amount A and amount B. Amount A, the most important of the amounts is a share of the residual profit allocated to market countries. So we mentioned earlier that profitability above 10%25 will make you eligible for pillar one. Amount A, will reallocate 25%25 of the MNEs profits in excess of 10%25 of it's revenues to market jurisdictions in which the MNE has derived sufficient revenue to meet the nexus test.

In short, a market jurisdiction will be eligible for tax amount A, if the MNE derived more than 1 million euros of revenue from that jurisdiction. And this nexus is reduced to 250,000 euros for jurisdictions with lower GDPs. So this is a revenue base allocation key and it will apply regardless of whether businesses have a physical presence in the market country or not.

Turning to amount B, amount B is a standardized remuneration of related party distributors that perform baseline marketing and distribution activities. In this case, the OECD is going to state what the routine return on these companies will be. So the goal of amount B is to simplify and streamline the application of the arm's length principle for qualifying transactions. And amount B is not limited to digital businesses.

Amount B will most commonly apply to buy, sell arrangements where the tested party purchases goods from a related party in another jurisdiction for wholesale distribution of goods to unrelated parties in its local market. The OECD hopes that the introduction of amount B will reduce compliance burdens and compliance costs related to transfer pricing disputes involving such distributors. Next slide, please.

ANDRE BERGERON: So what about pillar two? Pillar two introduces a minimum, effective tax rate of 15%25 in a jurisdiction on the profits of large MNEs. So here we're talking about large multinationals with annual revenues of 750 million or more. The global anti-base erosion rules are key to the implementation of the plan as it provides a method of standardized calculation of the income across jurisdictions.

Pillar two will also introduce the subject to tax rule, which is a different mechanic. There has been little guidance so far but the idea is that a source jurisdiction will be able to charge up to 9%25 of tax on royalties, interest and other payments that are made to other countries or taxes are not as high. Again, this is under development. Next slide, please.

So how is pillar two calculated? The first step is to determine which MNEs are in scope, their location, and which MNEs are not in scope. The second step is to determine the globe income in each jurisdiction or constituent entity. These will all be added up to give an overall picture of the MNEs activities and income.

Step three will determine the taxes attributable to the income of the entity. The OECD in its guidance has come up with a calculation taking into account all the various income inclusion rules that should be taken into consideration when calculating the income and the tax attributable to that income. Step four, will calculate the effective tax rate, and if applicable, a top up tax.

So at the end of the day, if you have a certain amount of income, and it is determined that you've only paid 12%25 tax on that income, then your effective tax rate has to be brought up to 15%25, which is a top up tax, and that is in step five. Step five will impose the top-up tax according to the inclusion rule, and where the ultimate parent is located, will impose a top-up tax to the entity in that jurisdiction.

If the income inclusion rule is not applied yet in the jurisdiction of the ultimate parent, then jurisdictions can fall back on the undertaxed profits rule, which will allow jurisdictions where MNEs operate to impose a top-up tax on group's, MNEs located in their jurisdiction. Again, this would be allocated on a formulaic basis. Next slide.

So what is the progress so far? So for pillar one, work on the multilateral convention is still ongoing and scheduled for mid 2023, but it looks like there are a few more hurdles on the implementation of pillar one. While EU countries are on board and ready to implement, other countries, such as the United States could face congressional opposition to have pillar one legislation approved in Congress.

Other countries simply have stated that they are concerned about the impact on their revenue if they remove the digital sales tax, and they don't anticipate they'll be able to benefit as much from the pillar one proposal. Next slide. With regards to pillar two, implementation is much closer than on pillar one. The OECD released a new guidance, administrative guidance on February 2 with the implementation of the global minimum tax.

These will be included in the global commentary and examples will be released later in the year. The OECD has indicated that this is the last piece of work on the globe revenue, globe rules, sorry, and that it's now up to individual countries to implement these rules. Next slide.

PIERRE ALARY: Next slide, please. OK, so what about in Canada? Well, Canada has confirmed its commitment to implement the two pillar framework. If the multilateral convention to implement pillar one does not come into force by January 1 2024, the government of Canada is prepared to impose the Digital Services tax, that will be payable as of 2024 and that would tax revenues earned as far back as January 1 2022.

For pillar two, Canada will soon release draft legislative proposals to implement the primary charging rule and a domestic minimum top rule for taxation years beginning on or after December 31, 2023. That's all we have for you today. And we remind you that the details regarding all of these reforms are still being finalized, so please keep an eye out for future announcements from the OECD. And with that, I will hand things off to Noena.

NOENA GUPTA: Thank you Pierre. Hi, I'm an employment lawyer and I do a lot of work that intersects with the work of the tax department. And today, I'm going to talk to you about some of the dangers of mischaracterizing individuals, or sole proprietorships, or even small companies as independent contractors when they appear to be employees. Next slide, please.

So from a tax perspective, it's common knowledge that employees have to withhold income taxes and contribute to a number of governmental plans such as the Canada Quebec Pension Plan, or workers compensation. If you mischaracterize someone, you may have significant retroactive orders to pay fines, penalties, and interest.

But what happens if the tax authorities are quite satisfied that you are in fact, working with an independent contractor? That does not actually end the analysis from an employment law perspective. Next slide. From an employment law perspective, the tax determination is not definitive. It may be important, it may be helpful, but it is not determinative.

And regulatory authorities such as the Ministry of Labor, can take someone that is a contractor for tax purposes and find them to be employees. Your first risk is retroactive orders from vacation pay, 46%25, statutory holiday pay, another 4%25, and even overtime. And if you thought there was a two-year limitation period, I shared that belief with you until one of the courts of appeal, the Ontario Court of Appeals said the time started when the individual knew or ought to have known that they had entitlements to vacation pay start holiday pay and overtime, and there's a case that went back seven years to make these determinations.

And of course, it's never one individual, it can be everyone who is similarly situated. Next slide. There's a famous case, it's now almost 15 years old, Braiden and La-Z-Boy. In 1997, essentially Braiden incorporates a company becomes Gordon Braiden Sales Inc and essentially does sales work in southwestern Ontario of La-Z-Boy products under what I would call GBSI, pays his own WSIB, pays his own employer health tax, arranges for his own remittances.

But importantly, 100%25 of GBSI revenue came from La-Z-Boy. If we thought the incorporation was determinative, the court of appeal essentially said no, it's not determinative. And why was this important? Next slide. It was important at the time of termination. When Braiden was terminated or GBSI was terminated, there was a 60-day cut clause that's common in independent contractor relationships.

The court however, found that Braiden was effectively a disguised employee, and ordered all the common law notice that is available to someone of his age, stature, experience, et cetera, 20 months. So roughly 10 times more than what had been budgeted. Next slide. Some of you may be aware that very quietly, on January 1, 2023, the Ontario Employment Standards Act was discreetly amended to exclude coverage of consultants business and IT consultants.

And there's a number of requirements which I've listed here in the interest of time, I won't go through it, the billing rate has to be at least $60 an hour, and it either has to be a registered sole proprietorship, or a corporation, and yet you have to pay the consultant. But note this, just because someone is not an employee, not covered by the ESA in Ontario, does not mean that you're exempt for complying with any of the other statutes such as WSIB, employer health tax, or federal statutes, such as Canada Pension Plan or Employment Insurer Insurance.

So, where do I end? Next slide. I end to say, be careful. Do not characterize people as independent contractors unless you have reviewed the situation carefully both from a tax and employment law perspective, and get expert advice. Stefan that's all I have for you today. I hope that's been helpful to the people who are listening, I know it's mostly tax professionals, but sometimes there can be rude awakenings from the employment law perspective.

STEFAN: Thanks Noena, and certainly that's a very interesting topic for tax professionals because that often intersects in the tax context as well. So the next slide should have a code, QR code, for a quick survey. If you could please take a moment to fill that in, we'd be grateful for your feedback and your comments.

And again, I'll look for the invitation for our next webinar, which will be in the fall. So thanks again very much for joining, have a great afternoon, and as I mentioned and I apologize for not being on at the outset of the session today. As was mentioned, I had some technical difficulties. But for those who would like to stay on, we are going to continue to do that for about another 10 or 15 minutes to answer some questions.

And so one question that came in was this, one of the attendees was having difficulty seeing the slides, and asked whether a copy of the slides would be available after the webinar? And yes, they will be. They will be posted online. Another question we have here, one addressed to John's topic. And the question is, assuming these proposed amendments get implemented, what impacts would you expect to see for tax planning and for tax litigation?

JOHN SORENSEN: I think, to begin with just uncertainty and if my earlier comments sounded critical of Department of Finance, I feel a bit badly about that, but I think that what's been proposed is too nebulous. And the job of a judge is always to give meaning to the words of provisions, there's a, what do they call it? A presumption against tautology, words are presumed to mean something, and they can't be ignored.

So I think the challenge for many of us in the short term will be trying to anticipate how a dispute might unfold and how it may impact. And I think, there's going to be a necessary not necessary but a resulting chilling effect on taxpayers embarking on transactions, sadly, including transactions that should otherwise be regarded as inoffensive.

And then in terms of tax dispute resolution, probably the challenge would be just complexity of resolving disputes with this further layering of legal inquiries for lack of a better term, coupled with the factual aspects of proving things out, as I mentioned, as well establish that the crown has the quote-unquote "Burden," on the misuse, abuse stage of the analysis, that's regarded as a burden of persuasion.

But now you have factual elements being baked into the misuse or abuse test as part of the economic substance criteria. So what does that look like? Does that mean there's going to be even greater challenges around proving that necessary facts in a context? So I think just uncertainty and complexity would be my takeaways.

STEFAN: Thanks John, now, that's I would certainly concur with that in the context of resolving tax disputes that a lot of those as you put it, nebulous concepts are going to need to be litigated to determine exactly where the lines are going to be drawn, and that's going to simply make it more challenging I would expect to resolve disputes.

So this is question now for Andre or Pierre on their topic, is Canada more of a market subsidiary jurisdiction or a headquarters jurisdiction? And will that affect the way that we are impacted by pillar one?

ANDRE BERGERON: Well, in general, I think the consensus is that Canada is really subsidiary economy, we have a lot of companies have foreign companies that are established here in Canada. And generally speaking, how will that play into pillar one? Well, when you look at the pillar one thresholds, we're talking about 20 billion euro and 10%25 of operating margin.

So first of all, the test will be are there any Canadian companies that are based here? And then ultimately, what is their reach abroad? So last we had checked, we had gone through some databases a week ago and they're not-- I don't think there are any Canadian companies that would qualify for that. So that means, Canada would be on the receiving end of any pillar one payments that would come across once this is implemented.

Again, the proof is going to be, in which jurisdictions actually implement the pillar one? A lot of companies are located in the United States, and we're anticipating that one of the reasons that Congress is being hesitant to go ahead with pillar one is the impact of money out flowing from the United States to other jurisdictions.

STEFAN: All right. Thanks very much Andre. So the question for Noena, do you think it is acceptable to put ESA limitations into an independent contractor agreement?

NOENA GUPTA: I don't know that would actually do the trick. You can try to do it, but our Court of Appeal, that's another course, has been very stringent about looking at those ESA limitations and then saying, well that invalidates the termination provisions completely in the common law applies. I think, you're better off essentially admitting that somebody is probably going to be considered an employee at least under employment law, and drafting proper contracts accordingly. Great idea though, great idea.

STEFAN: All right. Next question I think is probably for Andre, as well. At the end of the day, pillar two needs to be enacted through legislation in all the jurisdictions that have signed on to it. What will the impact be on Canada in the case that some other countries are unable or unwilling to pass legislation to reflect pillar two rules?

ANDRE BERGERON: So overall, I think, we've got-- so there's a legal aspect here. So Canada has already committed to implementing the rules once they become enshrined at the OECD. And again, this is a consensus level. So the degree of implementation going forward will obviously depend on whether or not individual states, individual countries will be able to bring that forward.

So I think, there's going to be some growing pains, overall as different countries implement the rules. But right now, I think, some of the bigger jurisdictions have committed to it, so we're talking about the European Union and its member states. The United States has confirmed that they have been, they are supportive of pillar two, so we anticipate that we'll move ahead quickly. So most of the major countries will probably move ahead with the legislation, with their legislations, and that should mean an overall implementation in time for late 2023, or early 2024.

STEFAN: Thanks Andre. So next question that's come up is for Noena. How do these contractor versus independent-- I'm sorry. How do these contractor versus employee rules apply to foreign i.e. non-Canada based agents?

NOENA GUPTA: Actually gets even more complicated because at that point in time, you actually have to follow the rules of the jurisdiction in which the contractor is located. So is this individual-- what are the compliance requirements, let's say in India, or Germany, or Uzbekistan with respect to this individual?

So somebody may well be a contractor for the purposes of Canadian/Ontario or Quebec law, but they're may have completely different rules in a different jurisdiction. So I often recommend considering contacting a foreign lawyer, or an international company that they call them professional employer organizations or employer of records. They are designed to help facilitate you hiring foreign professionals.

STEFAN: All right, that's great. So I think that looks like it's we've exhausted all the questions for today. So thank you all very much again, for your attendance and for your attention today. We hope this session was helpful for you and of course, by all means, if you have any questions that arise afterwards, please feel free to reach out to any one of the speakers. I'll look forward to again, to our next invitation for the session in the fall, and have yourselves a great rest of your day. Thanks again.

ANDRE BERGERON: Thank you, bye.