811.512342 Double/15

Memorandum by Mr. Francis Colt de Wolf of the Treaty Division

A meeting took place at eleven o’clock on Friday November 27 in the office of Special Deputy Commissioner of Internal Revenue, Eldon P. Bang, to discuss informally the proposed draft treaty on taxation between the United States and Canada. There took part in that meeting Sir Herbert Marler, the Canadian Minister, Mr. Hume Wrong, Counselor of the Canadian Legation and Mr. Ronald Macdonnell, Third Secretary of the Canadian Legation. The Department was represented by Mr. Bonbright of WE and Mr. De Wolf of the Treaty Division. The Treasury Department was represented by Mr. King, Mr. Siegrist, Records Division, Mr. Armstrong, attorney in General Counsel’s office and Mr. Lusk, head of the Division of Legislation and Regulations.

A copy of the Treasury Department’s counter draft of the proposed treaty was given to the Canadian representatives and it was explained to them why it was thought preferable to conclude a convention on the basis of the Treasury draft rather than that of the Canadian Legation. The Treasury draft follows exactly the provisions of the Revenue Act of 1936 with regard to a treaty with Canada i. e. Section 211 provides that the withholding rate in the case of a resident of Canada could be reduced from ten to five percent and Section 231 provides that the withholding rate on dividends paid to nonresident foreign corporations in the case of Canadian corporations could be reduced from ten to five percent. The Canadian draft on the other hand contained several reductions which were not contemplated in the Revenue Act. It was pointed out to the Canadian representatives that the Executive has the power to conclude a treaty going further than was contemplated in the above-mentioned Sections of the Revenue Act especially in view of Section 22 (b) (7) of the Revenue Act which exempts from taxation “income of any kind to the extent required by any treaty obligation of the United States”.

In view of the fact, however, that the Canadian Government is anxious to conclude the treaty as soon as possible to obtain the reduced rates for Canadian interests as well as refunds for taxes already paid, it is believed that it would be much easier to get a treaty through the Senate at this time which would not depart from Sections 211 and 231 of the Revenue Act. After some discussion on this point the Canadian representatives concurred in this point of view and accepted the Treasury draft with practically no changes. They are transmitting [Page 794] this draft to the Government in Ottawa and expect to have its answer within the next three weeks.

There are attached herewith the original Canadian draft14 and the Treasury draft to which reference is made in this memorandum. The text of Sections 211 and 231 of the Revenue Act will be found on the first page of the copy of the memorandum of October 26, 1936, also attached.

[Annex]

Draft of Proposed Tax Treaty with Canada

Article I

The High Contracting Parties mutually agree that the income taxation imposed in the two States shall be subject to the following reciprocal provisions:—

(a)
The rate of income tax imposed by one of the contracting States, in respect of income derived from sources therein, upon persons residing in the other State, who are not engaged in trade or business in the taxing State and have no office or place of business therein, shall not exceed five per centum so long as an equivalent or lower rate of income taxation is imposed by the other State upon persons residing in the former State and who are not engaged in trade or business in such other State and have no office or place of business therein. The term “persons” as used in this paragraph means individuals, fiduciaries, and partnership (composed entirely of residents of the other contracting State).
(b)
The rate of income tax imposed by one of the contracting States, in respect of dividends derived from sources therein, upon nonresident foreign corporations organized under the laws of the other State, which are not engaged in trade or business in the taxing State, and which have no office or place of business therein, shall not exceed five per centum, so long as an equivalent or lower rate of income taxation on dividends is imposed by the other State upon corporations organized under the laws of the former State and not engaged in trade or business in such other State and having no office or place of business therein.
(c)
Either State shall be at liberty to increase the rate of taxation prescribed by paragraphs (a) or (b) of this article, and in such case the other State shall be released from the requirements of the said paragraphs (a) and (b).
(d)
Effect shall be given to the foregoing provisions by both States as and from the 1st day of January, nineteen hundred and thirty-six.
(e)
The provisions of this treaty shall not apply to citizens of the United States resident in Canada.

  1. Not printed.