by footloose » Sun Feb 13, 2011 08:43:51 PM
Here's the situation based on the information that you have provided.
When you started this business, with the other two individuals, all three of you were listed as directors of this company. When you were forced to sell your shares, you should have immediately hired the services of another lawyer to represent your interests. You apparently did not do this. Consequently, you did not resign as a director. The business continued as usual but failed to remit to the CRA ( Canada Revenue Agency ) employee withholdings for Income Tax, CPP and EI. In all probability, the business was experiencing cash flow problems, so paying the CRA was ignored. However, under Subsection 227.1(1) of the Income Tax Act ( Canada ), every director of a corporation is responsible for paying these witholdings if the corporation fails to do so. Under Subsection 227.1(4), CRA can only go after you for a maximum period of 2 years.
Had this situation been handled properly, you would have engaged the services of another lawyer, he would have drafted your resignation as a director and signed by you, filed a copy of this resignation with the registered head office of the company together with filing a copy of this resignation with the B.C. Corporate Registry in Victoria B.C.
When the business went broke, CRA conducted a search of the B.C. Provincial Corporate Registry Office and found that you were still listed as a director of this corporation. That's all the CRA needed to assess you for these unremitted employee witholdings.
This is a classic lesson of what can happen when you don't seek legal help in dealing with business matters. The fee charged by a lawyer to counsel you and perform these filings would be "peanuts" compared to what you have experienced and can expect in the future. Also, don't expect an income tax refund or GST quarterly payment any time soon. Until these taxes are fully paid, your salary or wages will continue to be garnisheed.
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