Need help with CRA G.S.T. debt I did not know I had!

[Maxpower]

The lawyer I spoke to yesterday informed me that they did have to. The notice of assessment against the corporation is separate. There are even court cases that clearly indicate that a NOA against the corporation is not necessary in order for the CRA to file an NOA against a director. The key words in the first sentence of the above circular are the ones in bold "may be held personally liable". From what I have been told it means that they send out a NOA against an individual that is a derivative action to the corporate NOA but it can be completely separate from it according to Siow v. the Queen.

Here is an article that actually explains the process clearly as opposed to the CRA's vague and murky circular:

www.newportgrp.com/news/2007/apr2007.pdf

Here is the relevant part:

Once you have resigned, the “two-year clock” starts running. Unless
the CRA completes its process of assessing the corporation, finding itself
unable to collect the tax from the corporation, and then issuing you a
Notice of Assessment within the two-year period, you will not be liable.

[Karen]

It seems to me that the first priority is to establish whether or not the OP is, in fact, a director of the company. I don't see how he could be if he has never signed anything to that effect. Years ago, I worked for a group of public companies incorporated under the B.C. Securities Act and occasionally prepared consent forms for newly-appointed directors to sign - if they didn't sign them, they were not directors.

Surely a person cannot be held liable for any responsibilities of a director if, in fact, he has never agreed to be a director.

[Maxpower]

I phoned the CRA again today and the agent stated this was all based on a corporate tax assessment. I demanded that they assess me as director, as a tax lawyer suggested I do, so I would actually have something to fight against informing the agent that if that was not done they would be infringing on my right to due process. He told me that the debt had been pegged as unrecoverable and that he did not know why the refund was being held. He then suggested that it may have already been released and stated that I should call the individual tax line which was open for another half hour. He obviously just wanted to get rid of me because it is blindingly obvious none of that is true. This agents response was a complete 180 degree turn from what the prior agent had stated. Luckily I am recording the names of all agents I speak to because this entire fiasco is becoming ridiculous.

The above agent did seem to take notice when I said I was going to file a service complaint against all of the individuals I have spoke to. Especially considering I caught him in a bald faced lie when he stated he did not know the name of the first agent I talked to when I asked him for it and I informed him that I had got her name from another agent just a few days prior and that he was assuredly looking at the exact same file that agent was. Confirming that to him by stating her name seemed to create an attitude change in the agent. The first time I asked for that name I was told there were only initials. I have no idea why anyone at that place would lie because they are obviously going to get caught up in it one way or another when they do. The corporate culture at that place is probably a complete disaster if these types of shenanigans are somehow considered acceptable.

I then went on to call the individual tax line, as the above agent suggested, and told the agent what his department had said to me a week prior.To call X number and ask them to remove the lien. He proceeded to tell me the number I gave him was not a CRA number. I told him that I was looking at it online and it certainly was. Then he told me I could not have that number and I told him "yes I do, I just gave it to you", at which point he put me on hold where I sat for about 10-15 minutes as the time went past 5:00 pm (obviously quitting time) and I was eventually disconnected. If that is a typical example of the service and professionalism that is displayed at the CRA offices then it certainly explains alot about this whole process and confirms all my prior worries.

[Maxpower]

It seems to me that the first priority is to establish whether or not the OP is, in fact, a director of the company. I don't see how he could be if he has never signed anything to that effect. Years ago, I worked for a group of public companies incorporated under the B.C. Securities Act and occasionally prepared consent forms for newly-appointed directors to sign - if they didn't sign them, they were not directors.

Surely a person cannot be held liable for any responsibilities of a director if, in fact, he has never agreed to be a director.

A competent lawyer would never let it happen and having individuals familiar with the process of director appointments and consent would drastically decrease the chance it could happen, since they will not just skip the "organizational meeting" where director consents and other starting business is done. In a small family company there is a really good chance that those types of formal meetings, the ones where directors are normally appointed and business matters are settled, will just be skipped and, hopefully, sorted out more informally. In this situation it was novices all the way around, including, from what I have been told, the completing party, who worked for a registry search company.

Some provinces require signed director consents as an explicit part of the incorporation process but that is not the case in B.C. In B.C. the completing party could fulfill all of his statutory duties as they are generally laid out, verifying that the necessary signatures are on all the necessary forms, and still have an end result of non consenting director(s) being submitted to the corporate registry. The forms that the incorporators and shareholders are required to sign are the "incorporation agreement" and the "articles" neither of which list directors in the simplest incorporation processes. Once the completing party sees those are all signed he can digitally submit the "incorporation application", which does not list the director(s), and the "notice of articles" which does list the director(s). The latter two are digital and therefore they are not signed by everyone and instead the completing party just puts his digital signature on them, which is an acknowledgment that he verified the other legal forms were signed, the ones that don't list the directors, and he has fulfilled his duties. Whoever decides what names are placed on the digital "notice of articles" as directors would be the one who decides who will be listed in the corporate registry as a director of the company.

If that person never tells the other individual(s) he listed them as director(s) due to not knowing that directors actually have statutory duties and it is not just another word for shareholder or owner then they may never know they have been been registered as a director of a company. If the company is run right they would know because they would prioritize a meeting to sort out the business of the company but if it is just a small informal company then it could easily be skipped. Considering the liabilities that can attach to directors it seems like a pretty major oversight in the B.C. legislation not to require that directors submit signed consents that are verified by the completing party before they can be placed in the "notice of articles" and submitted to the corporate registry but for some reason that is exactly how it works in B.C.

[Karen]

That is absolutely incredible, isn't it? The B.C. company that I worked for certainly considered it compulsory to have directors sign consent forms. I can't remember whether or not we submitted them to the Registrar of Companies, but they were certainly inserted in the Company's minute book together with a directors' resolution authorizing the appointment. From what you have learned, it seems like you're saying that I could incorporate a company, appoint you as a director without your knowledge (even though we don't know each other at all), and you would have the legal responsibilities of a director. I'd be very interested in whether that would stand up in the courts, but I certainly understand that you're reluctant to go to that extreme. Please keep us informed as to how this is resolved.

[Maxpower]

I phoned again today and when I asked why the refund was being held they claimed it was because of a corporate assessment. When I stated to the female agent that I am not a corporation and demanded they send an assessment to me personally (something I have read is statute barred due to the 2 year limitation on directors), in MY name, so I can object to it or they would be infringing on my right to due process I was told the agent was going to speak to a technical advisor and would phone me back. 3 hours later and no phone call received I called them back to learn there was no note left in the file by the female agent that never called back. After telling the new agent I was not a corporation he eventually proceeded to tell me it was being held not because of a corporate assessment but suddenly it is now because of a "memo to assess". That sounds like an administrative document to me, not a legal one. Obviously just another fabrication in a long line of fabrications. I no longer trust anything any of the CRA agents say.

I am going to request my files through the Access to Information Act and Privacy Act so I can actually show something to a lawyer. It looks like I have to do it formally since they refused to send it to me when I asked them. I will also keep taking down names and keeping notes so I have the option to file a long service complaint later if things keep going the way they are due to the fact I have not gotten the truth from any of these agents except maybe the one who eventually admitted he had no idea why the refund was being held.

I am amazed at how the CRA operates. It is obvious that for many of the agents at the CRA, not all agents though, honesty is meaningless in the workplace and playing on peoples ignorance is how things get done. I would absolutely hate working at that place and I kind of feel sorry for anyone who does.

[Homerhomer]

I feel for you and your situation, but getting angry is not going to help you at all.
You expect a government agent to call you back in three hours? you need to reallign your expectations, secondly speaking to one of the thousands of clerks answering general inquiries is a waste of time, I know it can be difficult but you need to find someone who was assigned to this case, or who knows exactly how to deal with situations like this.

[MoneyGal]

The CRA is now telling me that I have to get the de-facto director to do a limited restoration of the company, which costs about $400, then send in a "Form 10: Notice of Change of Directors" to have my name removed as a director from the notice of articles, which I'm not sure is even possible, especially considering I have been told the company "records" have been lost.

The CRA told him exactly how to rectify this in the simplest, cheapest way possible. He said so in his very first post.

[Maxpower]

I feel for you and your situation, but getting angry is not going to help you at all.
You expect a government agent to call you back in three hours? you need to reallign your expectations, secondly speaking to one of the thousands of clerks answering general inquiries is a waste of time, I know it can be difficult but you need to find someone who was assigned to this case, or who knows exactly how to deal with situations like this.

I didn't expect her to call back quickly. I called them to get a timeline so I would have some idea when she would call but the agent I talked to said there was no note that anyone was going to call me back or that I talked to anyone at all. Plus she never did call.

At the local office that I called the very first day the secretary told me they would no longer accept my calls when I called back to get clarification the next day. The secretary then gave me the number to CRA collections. Every number I've got since then leads to a random agent. Today they told me they were holding the refund because of a "memo to assess" after telling me for the last week it was due to a 3 year old assessment they have against a dissolved corporation. The story changed right after I insisted that I am not a corporation and demanded they send me a NOA.

The big problem I see is there is no such thing as a "memo to assess" in the tax statutes so they are obviously talking about administrative paperwork that is probably 3 years old. That cannot be the basis for filing a certificate in the Federal Court of Canada for unpaid amounts which is the basis of their collection activities. They are just hoping I give up and go away. There is no way to fight or object or appeal to what they are doing because you can only fight something if it has a basis in law where guidelines for objections and appeals are set out. This is based on absolutely nothing and so it is just in legal limbo. I emailed my MP yesterday so maybe I'll luck out and he'll help. If not I'll go through the Access to Information Act and Privacy Act so I can actually show something to a lawyer. The CRA said they wouldn't send me any documents when I asked them today so that is my only option. With all their different stories I have to verify everything they are saying with a lawyer. No matter what though there is absolutely no way a "memo to assess" has created a legitimate debt that I owe to the CRA. They may wish they could create binding debts with their administrative memo's but I guarantee they can't.

[Maxpower]

After reading this article:

http://www.thestar.com/news/canada/a...ave-their-jobs

I am really starting to wonder what is going on. What is happening may be a serious offense. If there are no grounds for what is occurring, and I am now certain there aren't, then, other then the amounts involved, there are similarities between what is occurring in my case and what the crook above was doing. For all I know the case leader is attempting to steal the refund. It is bad when my dealings with the CRA has me wondering if I may be dealing with a crook, isn't it? On "My Account" on the CRA website there is absolutely no indication of any alleged debt whatsoever. My statement of account lists a very large refund and nothing else. Pretty soon I am going to start contacting newspapers and giving them the names of the original agents I had contact with. May not be a big story but if there is any malfeasance someone may bite, especially considering how unpopular the CRA is rapidly becoming.


Someone from the local MP's office for my region e-mailed me on Friday morning asking for a consent so they can deal with the CRA on my behalf. I signed it and put in these questions for them to ask on my behalf:

1)What specific legal document, assessment or other, does my alleged debt originate from and exactly how do I object to it.

2)Why was there a lien put on my refund?

3)Why was I informed I could not call my local tax office?

4)Is there a registered certificate in the Federal Court of Canada for unpaid amounts in my name?

5)If not under what exact statute are you proceeding with your collections action against me by seizing my tax refund?

6)Isn't the alleged debt statute barred due to the fact I have not been an alleged director for well over 2 years?

7)Why was I told that there was a collection action against me personally based on a 3+ year old corporate assessment against a company that was dissolved in 2007?

8)Why was I then later suddenly informed the collection proceeding was based on a "memo to assess", in contradiction of everything I was told up to that point?

9)In what exact statute is there mention of a "memo to assess" so I can understand how it applies in the debt collection process?




Not too long after I e-mailed it, the representatives office e-mailed back and said they would contact me within a day or two.

Who knows maybe I will actually get some answers now.

Then the Taxpayer's Ombudsman office phoned due to reading a comment I submitted to their website where I described what had been happening. The person who contacted me stated I should submit the "RC193 - Service-Related Complaint" form to Revenue Canada's service complaints department and that I had valid points, she did not know what a "memo to assess" was either. I told her I did not trust anyone at CRA now, which I've since learned translates to the person in control of my file due to the heirarchy implemented there, and asked if the service complaints department is any better. She seemed to think it was and said that if my concerns were not addressed at the end of all of this to make a complaint directly to the Ombudsman's office. I am certain this will all be cleared up but I am going to make a service complaint anyway because one of the reasons this whole fiasco is occuring is because not enough people do it, and now some CRA agents, and collections officers, appear to believe they can unilaterally do whatever they want.