Cost-effective Section 85 — rollover on incorporation

Section 85 — who files it, when it is due, what late filing costs, and what we charge to prepare it. Canada (CRA). Cost-effective Section 85 with a fixed fee agreed in writing before any work starts. Call the 24-hour helpline on +1 (416) 619-0068, or request a written quote today.

  • 15+Years of cross-border experience
  • 18,000+Clients served
  • 5.0Google rating
  • 4Global offices — India, USA, Canada & UAE

Secure a fixed quote

Your own file sets the fee. Send it over, and a written quote arrives before anything is prepared.

24-hour helpline: +1 (416) 619-0068
  • Offices in India, the USA, Canada and the UAE
  • Google rating 5.0 out of 5
  • Fixed fee agreed before work starts
In 60 words

Section 85 is an election: The rollover election that transfers property into a corporation on a tax-deferred basis. Owners incorporating a business or reorganising a holding structure, including cross-border groups moving assets into a Canadian company.

Does this bind you?

Owners incorporating a business or reorganising a holding structure, including cross-border groups moving assets into a Canadian company.

The question below is the one that actually determines the outcome. Elected amounts, not intentions, decide the result, and the election has to be filed with supporting valuations. In a cross-border structure the other country may not recognise the deferral at all, which is the question to answer before signing.

Two of the firm’s advisers at a desk in the Delhi office

Section 85 rollover on incorporation — priced before we start

A rollover on incorporation is priced on what is being transferred into the company: a single practice's goodwill and equipment is one job, a property portfolio or a share block needing valuation support is another. The elected amounts and the agreement drafted around them are the work, and the fee for them is agreed in writing first.

T2 with foreign income — fixed-fee price

From $999

fixed, quoted before work starts

The Canadian corporate return with the cross-border schedules that travel with it — foreign income, payments to non-residents, and the foreign affiliate flags.
See the full fee page

PE / structure opinion — fixed-fee price

From $999

fixed, quoted before work starts

A written opinion on whether the activity creates a taxable presence, what would be attributable to it if it did, and what could be changed to alter the answer.
See the full fee page

Corporate cross-border filing

From $999

fixed, quoted before work starts

The corporate return and its cross-border schedules as one engagement, so the group files a consistent position everywhere.
See the fee schedule

Transfer pricing documentation

From $2,500

fixed, quoted before work starts

Intercompany pricing documented before it is questioned — the functional analysis, the benchmarking and the files that support it.
See the fee schedule

Individual tax filing

From $349

fixed, quoted before work starts

A personal filing built from your own documents — employment, investment and rental income across borders, with the treaty position set out.
See the fee schedule

Foreign asset & information reporting

From $349

fixed, quoted before work starts

Disclosure of assets and interests held abroad, built once from a single asset list and filed on every side that asks for it.
See the fee schedule

Payroll & mobility setup

From $999

fixed, quoted before work starts

Registrations, withholding and the employer obligations that follow staff working across a border, set up once and correctly.
See the fee schedule

Non-resident & departure filings

From $349

fixed, quoted before work starts

Returns for the year you leave, the year you arrive, and the years you earn rental or pension income from a country you no longer live in.
See the fee schedule

All published fees on one page — each engagement priced as one number on one list, with nothing left as a range.

What the reporting test actually looks at

What decides whether Section 85 applies
The choice being madeWhat it changes
The obligationThe rollover election that transfers property into a corporation on a tax-deferred basis.
Who it bindsOwners incorporating a business or reorganising a holding structure, including cross-border groups moving assets into a Canadian company.
Jurisdiction and authorityCanada — CRA
Category of filingElection

When it is due

Elections run on their own clock, and it is usually tied to the transaction or the return for the year of the event rather than to a general filing date. A late election may be accepted in defined circumstances, and it may not — which makes the date the single most important fact about this form. We work back from that date to the documents, so the pack is requested early enough to be assembled rather than reconstructed.

What late or missed filing costs

The consequence of a missed election is the default treatment, and the defaults in this area are deliberately unfavourable. There is often no penalty at all — just a materially worse tax outcome that cannot be reversed once the window has closed. Relief exists for most of these situations, and it is conditional on how the correction is made. That is the part worth getting right.

The numbers, end to end

Put numbers against it and the shape of the answer is obvious.

Gross withholding against a net-basis return

A non-resident receives C$35,000 in the year. Assume withholding at 18% on the gross amount, and assume deductible costs of C$29,400 against it.

Gross withholding against a net-basis return
ItemAmount
Gross amount receivedC$35,000
Withheld at source (assumed 18% of gross)C$6,300
Deductible costsC$29,400
Net amount actually earnedC$5,600
Tax on the net amount (assumed graduated result)C$1,400
Difference recoverable by filingC$4,900

Filing on a net basis recovers C$4,900 of the C$6,300 withheld. That difference is the entire reason the elective return exists, and it is lost by not filing. The shape of that result holds; the size of it depends entirely on your own numbers and dates.

Treat these numbers as a worked example rather than advice — they exist to make the mechanics visible, and the rates and thresholds are assumed for the illustration. For a real filing, we verify each figure with the authority that publishes it, for your year.

How we prepare and file it, and what it costs

Section 85 is priced as part of the filing set it travels with, quoted in writing before any work begins. A change in scope is re-quoted rather than added to the invoice. See the treaty relief on RRSP / 401(k) / IRA for comparable engagements.

The four steps

  1. 1A call to the 24-hour helpline to find out whether this is a filing or a project
  2. 2A fixed fee for a written scope — re-quoted if the scope changes, never invoiced silently
  3. 3Preparation against the evidence, with the positions documented as we go
  4. 4Your approval, then the filing — in that order
  • Your existing accountant keeps the domestic file; we take the cross-border piece, with the boundary in writing.
  • 18,000+ clients served across 4 global offices: India, the USA, Canada and the UAE.
  • Nothing is filed until you have read it.

If you already have an adviser, we will tell you what they should be asking rather than replacing them.

Checked and signed off for the 2025 and 2026 filing seasons by Udit Gupta, Cross-Border Tax Expert, Legal Quotient Consultants. Published as general information. For a position on your own file, call the 24-hour helpline.

Canada tax forms, in practice

People reach this page searching for Canada tax forms. It is covered here as it applies to Section 85 — who it applies to, what has to be filed, and what it costs, at a fixed fee agreed before the work starts.

Elected amounts, not intentions, decide the result, and the election has to be filed with supporting valuations.

How the engagement runs, phase by phase

  1. Tell us the dates and we will tell you the position

    Arrival, departure, the years in between — the residence question turns on those before anything else.

  2. Fixed fee, defined scope, in writing

    Both agreed before work starts, so the engagement cannot grow into a larger bill.

  3. Prepared together, not passed between firms

    You are not the go-between for two sets of advisers working from two sets of assumptions.

  4. Reviewed, approved, filed

    A named practitioner checks it, you approve it, and then it goes.

What you are actually buying with section 85 rollover on incorporation

Factor Legal Quotient Hourly billing model
Pricing A fixed fee, agreed in writing before work starts Hourly, billed as incurred
Experience 15+ years of cross-border work, 18,000+ clients Varies by file
Both sides of the border Prepared together by one team, so relief is claimed exactly once One country at a time, reconciled later
Who reviews it A named practitioner, published on the page Whoever the queue reaches
Where the work happens Our offices in India, the USA, Canada and the UAE Whichever single office you can travel to

Four terms worth pinning down

Transfer pricing
The pricing of transactions between related parties across borders, tested against what independent parties dealing at arm's length would have agreed.
Form 8938 threshold
The FATCA reporting threshold, which varies with filing status and with whether the filer lives in the United States or abroad — and is tested on two measures, not one.
Arrival valuation
Documentation of what property was worth on the day residence began, which sets the cost base and cannot be recreated years later.
CFC
Controlled foreign corporation — the US concept whose earnings in defined categories are taxed to US shareholders before distribution.
section 85 rollover on incorporation: The practitioner's note

Elected amounts, not intentions, decide the result, and the election has to be filed with supporting valuations.

The engagement terms hold no matter what the analysis finds — fee and scope agreed in writing up front, a named reviewer on the output, your approval before the finished work is filed.

The published fees closest to section 85 rollover on incorporation

Cross-border structures take longer to advise on, because the deferral may not be recognised outside Canada and that question has to be answered before anything is signed. The number of transferors, whether shares or debt are taken back as consideration, and any reorganisation of an existing holding company all sit inside the same quote.

T2 with foreign income

$999fixed, before work starts

Covers: The Canadian corporate return with the cross-border schedules that travel with it — foreign income, payments to non-residents, and the foreign affiliate flags.

What makes it bigger: The number of related-party transactions. A single management fee is manageable; a dozen intercompany flows brings the related-party return and transfer-pricing support with it.

See this fee page

T1134 foreign affiliate reporting

$999fixed, before work starts

Covers: The foreign affiliate return with a full set of schedules per affiliate, restated onto the basis the return requires rather than the basis the local accounts use.

What makes it bigger: The number of affiliates and the tiers between them. Work scales with entity count, not with revenue, and lower-tier affiliates each need their own reporting.

See this fee page

What working with us on section 85 rollover on incorporation looks like

Residence is tested, not assumed

Where you are resident for treaty purposes is a question with a method. We work through it and write down the answer, with the facts it rests on.

The quote comes from your documents

Nothing is priced from a phone call. We read what you have first, then the fee is set — so the scope and the number are agreed on the same evidence.

We say early if it is not our work

If a file needs something this practice does not do, you hear that at the start rather than after a bill.

The reporting penalties get named early

The heaviest exposure on a cross-border file is usually a disclosure form, not the tax. We identify which ones apply before a deadline turns into a penalty.

Two of the firm’s advisers at the glass desk in the Delhi office

Section 85 rollover on incorporation — the four phases

Step 1

First conversation

We start with the chronology: dates, countries, and what has already been filed

Step 2

Written quote

You get the scope and the fee in writing before we touch anything

Step 3

Preparation and sign-off

The work is prepared and reviewed by a named person, not a queue

Step 4

Submission

Nothing is filed until you have read it

The firm’s founder at his desk in the Delhi office

The engagement, start to finish

  • Step 1: Upload the file as it stands – A secure link arrives after the first call. Incomplete is fine; that is what the review is for.
  • Step 2: The number is settled up front – Priced from your own documents and confirmed in writing before any preparation begins.
  • Step 3: Both returns on one desk – One engagement covers every country the file touches, reconciled line against line.
  • Step 4: Your approval, then the filing – The return is yours to check first. We file once you say so.

Quoted up front, in writing.

Contact Us 24-hour helpline +1 (416) 619-0068

Keep reading, sideways

Browse sideways: the pages below answer the neighbouring questions.

The work we do for clients like this

Intercompany loans & thin capitalisation Everything on intercompany loans thin capitalisation, at the same depth as this page.
Canadian selling US property — capital gains on the sale (FIRPTA) Capital gains on sale of US property — the guide, the FAQ and the fixed fee.
Form 1040-X — amended return The full guide to form 1040-x amended return, with the fee fixed before any work starts.
Form T1255 — principal residence (deceased) Its own page: t1255 principal residence deceased — mechanism, deadlines and published fees.
Transfer pricing in India — s.92 and Form 3CEB Everything on transfer pricing in India — s.92 and form 3ceb, at the same depth as this page.
Green card holder living in Canada Green card holder living in Canada tax — the guide, the FAQ and the fixed fee.
PAN and Aadhaar for non-residents The full guide to PAN and aadhaar for non-residents, with the fee fixed before any work starts.
Management fee study Its own page: management fee study — mechanism, deadlines and published fees.
Controlled foreign corporation rules — international tax Everything on controlled foreign corporation rules international tax, at the same depth as this page.

Who we help

Software developers — relief you're probably missing Everything on software developers relief you're probably missing, at the same depth as this page.
E-commerce & marketplaces cross-border tax E-commerce & marketplaces cross border tax — the guide, the FAQ and the fixed fee.
Tax for restaurant & hospitality owners The full guide to restaurant & hospitality owners tax, with the fee fixed before any work starts.
Tax for coaches & trainers Its own page: coaches & trainers tax — mechanism, deadlines and published fees.
Tax for options & futures traders Everything on options & futures traders tax, at the same depth as this page.
Software developers — what you owe in each country Software developers what you owe in each country — the guide, the FAQ and the fixed fee.
Oil & gas rotational workers — what we charge The full guide to oil & gas rotational workers what we charge, with the fee fixed before any work starts.
Nurses working abroad — what we charge Its own page: nurses working abroad what we charge — mechanism, deadlines and published fees.
Physicians & surgeons — what we charge Everything on physicians & surgeons what we charge, at the same depth as this page.

Countries and corridors this work reaches

Canada–Netherlands tax corridor Everything on Canada Netherlands tax, at the same depth as this page.
Austria tax for expats — country guide Austria tax for expats — the guide, the FAQ and the fixed fee.
Panama tax for expats — country guide The full guide to panama tax for expats, with the fee fixed before any work starts.
Uganda tax for expats — country guide Its own page: uganda tax for expats — mechanism, deadlines and published fees.
Cyprus tax for expats — country guide Everything on Cyprus tax for expats, at the same depth as this page.
US–Spain tax corridor US Spain tax — the guide, the FAQ and the fixed fee.
Malaysia tax for expats — country guide The full guide to Malaysia tax for expats, with the fee fixed before any work starts.
Mauritius tax for expats — country guide Its own page: mauritius tax for expats — mechanism, deadlines and published fees.
Pakistan tax for expats — country guide Everything on Pakistan tax for expats, at the same depth as this page.

The people on your file

Five named practitioners, each with the part of a cross-border file they carry. Every page on this site says who reviewed it, and the reviewer is one of these people rather than an unnamed team.

Udit Gupta

Udit Gupta

Cross-Border Tax Expert

CA (ICAI), In-Depth Tax Trained

Reviews and signs off the practice's cross-border positions, and carries final responsibility for the treaty analysis on every file that leaves the office.

Abhinav Gupta

Abhinav Gupta

Canada Tax / International Tax

Canada Tax, International Tax, Cross-Border Tax, Transfer Pricing

Canadian returns with foreign income, non-resident filings, and the transfer-pricing documentation that runs alongside intercompany work.

Raghav Gupta

Raghav Gupta

International Tax

International Tax, Transfer Pricing Specialist

Benchmarking, method selection and the local-file and master-file sets that support a group's pricing policy under examination.

Anmol Mittal

Anmol Mittal

Canada and US tax

CPA Canada, CPA USA, CA (ICAI)

Files that have to be right on both sides of the border at once — dual filings, streamlined catch-ups, and the foreign tax credit reconciliation between them.

Vinayak Indolia

Vinayak Indolia

CFO advisory

CPA, CA. Fractional CFO and Senior Advisory Specialist

Groups that need the tax position and the finance function to agree: structure reviews, intercompany policy, and the reporting a board can act on.

Meet the whole team

Cross-border situations we are engaged for

Case study 1

Fifteen Per Cent Held Back From a Fee for Services in Canada

A payer must withhold from fees paid to a non-resident for services rendered in Canada, whether or not any tax is ultimately owed. A waiver applied for before the work is invoiced avoids the withholding; after it, the money comes back through a return.

Read how this one runs
Case study 2

Paying a Beneficiary Who Lives Abroad

Distributions to a non-resident beneficiary carry withholding and a designation that decides its rate. Getting the designation right before the payment avoids recovering the difference through a return afterwards.

Read how this one runs
Case study 3

One Salary, Two Countries Claiming It

A US citizen resident in Canada, taxed in full on both sides because each return was prepared without the other in view. Deciding which country has the first right to the income, then claiming relief on the second return in the right order, is what stops the same dollar being taxed twice.

Read how this one runs
Case study 4

Treaty Relief Claimed on a Cross-Border Estate

The estate article can extend a proportionate credit where the two systems would otherwise both tax the same asset. Claiming it requires a valuation and a disclosure the estate may not expect to make.

Read how this one runs
Case study 5

A Foreign Affiliate Return Filed Years Late

The reporting obligation on a company held abroad runs separately from the corporate return and carries its own exposure. The work is reconstructing the surplus position across the open years before any filing goes in.

Read how this one runs
Case study 6

A Country-by-Country Report and Who Files It

The obligation sits with the group and the filing can fall on a surrogate where the parent's jurisdiction does not exchange. Establishing who files where comes before preparing anything.

Read how this one runs
Case study 7

Deemed Resident or Factual Resident — Not the Same File

The two statuses attract different returns, different credits and different provincial treatment, and the label is decided by facts rather than chosen. Establishing which applies is the work; the filing follows from it without argument.

Read how this one runs
Case study 8

A US LLC Owned From Canada

The two countries classify the vehicle differently, so relief that ought to apply frequently does not and the same profit can be taxed in both hands. The engagement examines whether the structure can be changed and what the change itself costs.

Read how this one runs

All case studies — every published engagement in one place.

Core International & Cross-Border Tax Services

International Tax Planning & Advisory

Strategy and compliance for income, assets and families spread across borders.

One coordinating team: filings on every side of the border are sequenced so treaty relief and foreign tax credits are claimed once — and in the right country.

U.S. & Cross-Border Tax Returns

Dual filers: U.S. citizens in Canada and Canadians with U.S. income run two parallel systems — we prepare both, in the right order, every year.

Expat & Emigration Tax

The move year is its own project: the elections and valuations filed that year decide the next decade of both countries’ returns.

Non-Resident Canadian Tax

Default withholding is 25% of gross: elective returns routinely turn over-withheld rent and pensions into refunds.

Transfer Pricing & BEPS

Documentation prepared with the return is the cheapest insurance in international tax; reconstructing it during an audit is the most expensive.

Cross-Border Estates & Trusts

Wills drafted for one country routinely misfire in the other — deemed disposition here, estate tax there, credits in between.

Cross-Border Corporate Tax

Expansion raises the same four questions every time — entity, PE, repatriation, payroll. We answer them before the tax authorities do.

India Tax for NRIs & Returning Residents

The deduction is taken on the sale price, not the gain — which is why an NRI property sale strands cash unless the certificate is applied for before closing.

Canadian Tax with a Foreign Element

Residency is decided on facts, not on a form — and the year you arrive or leave is the one where the largest amounts turn on the smallest details.

UAE Tax for Expats & Their Home Country

A zero-tax country is only half the answer — the question that decides the bill is whether the country you came from still treats you as resident.

Industries & Client Types We Serve Worldwide

Global E-commerce & Marketplaces
Technology & SaaS
Professional Services Firms
Cross-Border Real Estate
Importers, Exporters & Manufacturers
Athletes, Artists & Entertainers
Remote Workers & Digital Nomads
Investment Funds & Holding Companies

Global E-commerce & Marketplaces

  • Foreign VAT / GST / sales tax registrations
  • Marketplace withholding reviews
  • Inventory nexus & PE analysis
  • Multi-currency books reconciled
Explore E-commerce & Marketplaces

Technology & SaaS

  • Cross-border revenue sourcing & withholding
  • IP structuring with real substance
  • Equity for cross-border teams
  • U.S. expansion: entity & PE setup
Explore Technology & SaaS

Importers, Exporters & Manufacturers

  • Transfer pricing documentation (s.247)
  • Customs value vs transfer price
  • Foreign affiliate reporting (T1134)
  • Country-by-country reporting
Explore Trade & Manufacturing

Athletes, Artists & Entertainers

Performance income is taxed where earned — Regulation 105 in Canada, withholding agreements in the U.S. — with special treaty articles overriding the usual rules.

Performance income is taxed where the performance happens, and the deduction is usually taken at source on the gross fee before expenses. Recovering the difference is a filing exercise in the other country, and it only works if the tour, the residency and the withholding certificates were documented while the work was being done.

  • Reg 105 & U.S. CWA agreements
  • Multi-state & country calendars
  • Touring income allocation
  • Royalty & image-rights withholding
Explore Athletes & Entertainers

Remote Workers & Digital Nomads

  • Residency analysis before moving
  • Employer payroll exposure
  • Totalization & social security
  • Foreign tax credits
Explore Remote Workers

Investment Funds & Holding Companies

  • Treaty access & PPT reviews
  • FAPI & surplus computations
  • Withholding-efficient routing
  • Governance & substance
Explore Funds & Holdcos

Section 85 — questions we are asked

Do I file Section 85 even if no tax is owed?

Election obligations of this kind are generally required on the facts rather than on the tax result, so a nil position does not remove one. Owners incorporating a business or reorganising a holding structure, including cross-border groups moving assets into a Canadian company.

What happens if I have missed Section 85 for several years?

Missed years are dealt with as a package rather than one at a time, because the route chosen for the first year affects the relief available for the rest. We map the years and the obligations before anything is filed.

Is Section 85 the same as the other reports I already file?

No. The rollover election that transfers property into a corporation on a tax-deferred basis. Satisfying a different obligation, even one covering the same accounts or entity, does nothing for this one.

Which business structure has double taxation?

The corporation — specifically a US C corporation, where profit is taxed to the company and the dividend again to the shareholder. Sole proprietorships, partnerships and LLCs treated as flow-throughs are taxed once, in the owners' hands. Across borders that tidy answer breaks: an entity treated as a flow-through in one country can be opaque in the other, which produces a mismatch neither system planned for. See LLC against corporation for Canadians.

Do I pay tax twice on a foreign dividend?

Not at full rates if the relief is claimed. The paying country usually withholds at source, capped by treaty where one applies and the paperwork is in place; your residence country then taxes the dividend and credits the foreign withholding against its own charge. Where the withholding exceeded the treaty rate because no declaration was filed, the excess is recovered from the paying country, not credited at home. See the dividends article.

Should I use a branch or a subsidiary abroad?

A branch is the same legal entity operating in another country, so its profits and losses sit with the parent and it is taxed there as a permanent establishment. A subsidiary is a separate company, taxed in its own right, with dividends and withholding on the way home. Losses, repatriation cost and liability usually decide it, and the answer differs by country pair. See branch vs subsidiary.

A named reviewer on every filing

Talk to us about Section 85

One call to the 24-hour helpline is enough to tell you what has to be filed, what it costs, and whether you need us at all.

  • Your existing accountant keeps the domestic file
  • 18,000+ clients served
  • Offices in India, the USA, Canada and the UAE

Our practitioners are alumni of leading accounting and tax institutions

Where our partners studied — CPA Canada (In-Depth Tax Program), AICPA, the Institute of Chartered Accountants of India and the Malaysian Institute of Accountants.

Request a Quote +1 (416) 619-0068