As we predicted was likely to happen during our Transportation and Logistics seminars this past March, the Canada Revenue Agency (the “CRA”) appears to be increasing its scrutiny of incorporated owner-operator trucking companies (“O-O Corporations”) and commencing audits focused on whether they constitute personal services businesses (“PSBs”) for income tax purposes. Being characterized as a PSB can have significant tax consequences, including punitive income tax rates and restrictions on deductible expenses.
This renewed audit activity comes against the backdrop of the government’s broader crackdown on the Driver Inc. model, including the lifting of the moratorium on T4A penalties for the trucking sector. For more information, see our previous article: CRA T4A penalties hit trucking-related businesses for 2025 slips: Are you compliant?
Renewed enforcement of T4A reporting requirements has likely enhanced the CRA’s ability to identify potential PSBs. In this article, we explain what a PSB is, why a O-O Corporation does not want to be characterized as a PSB, what to do if your O-O Corporation is audited, and practical strategies for reducing the risk of a PSB characterization.
What is a PSB?
Generally speaking, an O-O Corporation may be a PSB where an individual performs services for a client through the O-O Corporation in circumstances where the individual would reasonably be regarded as the client’s employee if the O-O Corporation did not exist, and the individual or a related person is a specified shareholder of the O-O Corporation. An O-O Corporation with more than five full-time employees throughout the year, or that provides the services to an associated corporation, is not a PSB.
In determining whether an O-O Corporation is a PSB, the CRA will generally consider the following questions:
- Who controls the O-O Corporation’s day-to-day income-earning activities?
- Who owns or has an interest in the tools and equipment used by the O-O Corporation, and who is responsible for their upkeep and maintenance?
- Does the O-O Corporation have an opportunity to increase its profitability through business decisions? Does it bear genuine financial risk arising from economic downturns, unexpected costs, and/or business decisions?
- To what extent is the O-O Corporation integrated into the client’s business?
There is no bright-line test and the analysis is highly fact dependent. Seemingly minor differences in contractual terms or business practices can significantly affect the analysis, as the CRA considers both the written agreements between the parties and the reality of their day-to-day working relationship.
Implications of being a PSB (spoiler: can be expensive)
There are several reasons an O-O Corporation does not want to be a PSB:
1. Restricted deductions, increase to taxable income.
Unlike most businesses, PSBs cannot deduct all reasonable expenses incurred for the purpose of earning business income. Deductible expenses are generally limited to salary and certain employment-related costs for the incorporated employee, specified contract-negotiation expenses, and legal fees to collect receivables. Ordinary operating costs such as fuel and repairs, and capital cost allowance on depreciable property, are generally not deductible.
2. Punitive tax rate.
The PSB tax rate varies by province but is significantly higher than the small business and general corporate rates. The below chart highlights the tax rate differences (current as of the date this article was first published) for select provinces for illustrative purposes.
| Province | Small Business Tax Rate | Small Business Deduction Limit* | General Corporate Tax Rate | PSB Rate |
| British Columbia | 11% | $500,000 | 27% | 45% |
| Alberta | 11% | $500,000 | 23% | 41% |
| Saskatchewan | 10% | $600,000 | 27% | 45% |
| Ontario | 12.2% | $500,000 | 26.5% | 44.5% |
| Quebec | 12.2% | $500,000 | 26.5% | 44.5% |
* Assumes the full small business deduction limit is available and is not reduced under the associated corporation, taxable capital, or investment income rules.
3. PSB audits can lead to broader CRA reviews
A PSB review frequently expands beyond worker classification. Once the CRA is examining a business, it may also review payroll compliance, shareholder benefits, GST/HST reporting, and other tax matters. As a result, what begins as a review of an O-O Corporation’s status may quickly evolve into a broader audit of the corporation’s tax compliance and affairs.
Tips if your O-O Corporation is audited
If your O-O Corporation is audited, the following practical tips can help you put your best foot forward:
1. Don’t panic
Being selected for an audit does not necessarily mean there is an issue. The CRA’s role is to verify compliance. Your roll is to demonstrate that you are compliant.
2. Get the right people involved and understand the questions
Engage advisors with both trucking industry experience and tax expertise early. They can help assess risks, clarify the CRA requests, and ensure responses address the issues being examined.
3. Be accurate and consistent
Do not guess or speculate. If you are unsure, say, “I will confirm that information and respond in writing,” or something to that effect. Information provided during an audit forms part of the factual record, so ensure your contracts, invoices, tax filings, and responses to the CRA are accurate and consistent.
Practical measures to mitigate the PSB risk
There are practical measures you can take to support the position that your O-O Corporation is not a PSB:
1. Diversify your client base
Accept loads from multiple customers where possible and maintain control over your schedule, routes, and work accepted. Independent branding, bookkeeping, and banking arrangements can further demonstrate business independence.
2. Maintain strong records
Create and retain clear, accurate documentation, including agreements, invoices, communications regarding scheduling and route decisions, and evidence of independent marketing efforts.
3. Ensure agreements reflect reality
Agreements should allow the O-O Corporation to reject work, control scheduling and routes, hire employees, or subcontract work, and those rights should be exercised in practice. The CRA considers the actual working relationship, not just written terms.
4. Maintain a separate business identity
Avoid arrangements that make the O-O Corporation appear indistinguishable from the client’s employees, such as using the client’s email address, participating in employee benefit plans, or receiving employee-only perks.
5. Consider staffing
An O-O Corporation with more than five full-time employees throughout the year will not be a PSB. Where appropriate, consider whether employing staff or structuring owner-manager compensation through employment contracts and wages or salary may better reflect the business relationship.
These are only some of the measures that may help reduce PSB risk. No single step guarantees that an O-O Corporation will avoid that characterization. Ultimately, the objective is to strengthen the factual case that your O-O Corporation is not a PSB.
Preparing for increased CRA scrutiny
Whether you are seeking to ensure your owner-operator arrangement is structured appropriately from the outset or are responding to a CRA audit, obtaining advice early can help identify risks, preserve available positions, and avoid costly surprises. Lawyers from Miller Thomson’s Transportation and Logistics and Tax groups work closely together to provide coordinated, industry-specific advice that reflects both the practical realities of the trucking sector and the complex tax rules that apply to O-O Corporations.
