Policy Consultation and Backgrounder 051325W4

3. Flowthrough Shares Adaptation for Startups Adapting concepts from the resource sector:

●​ Enables early-stage innovation companies to attract investment by providing immediate tax deductions linked directly to qualifying expenditures. ●​ Allowing R&D and other qualifying expenditures to flow through to investors

●​ Potential for immediate deductions against investor income ●​ Targeted approach for research-intensive early-stage companies

For example, a startup developing proprietary artificial intelligence software could allow its investors to directly deduct eligible R&D expenditures—such as software development salaries or third-party technology validation expenses—against their personal taxable income, significantly improving the immediate attractiveness and risk profile of investing in high-potential, research-intensive companies. Adapting the flowthrough shares model for startups requires careful consideration of key differences between innovation-driven companies and traditional resource-sector issuers. Unlike resource firms, which rely heavily on tangible capital expenditures, early-stage innovation companies often incur predominantly intangible R&D expenses. This accounting distinction could result in unintended outcomes if existing models are applied without modification. To ensure policy integrity and effective targeting, implementation would require safeguards—such as minimum operational expenditure thresholds and third-party validation of eligible R&D activities—to prevent misuse and ensure that tax benefits are aligned with genuine innovation investments. ​ ​ Consultation Questions Strategic and Comparative Insights

Mechanism Effectiveness:

1.​ Which of the three mechanisms (National Investment Tax Credit, Capital Gains Rollover Provision, Flowthrough Shares for Startups) would most effectively mobilize early-stage investment in Canada, and why?

Complementary Impact:

2.​ How could these mechanisms strengthen or conflict with existing federal and provincial initiatives?

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