The Law Offices of David S. Kerzner

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I bring you over 25 years of cross border legal and tax insight (from practicing, teaching, and writing) to design and implement a tax optimized structure for your business or investment or e-commerce platform.

TAX LAW PLANNING

My unique legal process, which I devised over many years, facilitates a cohesive process with the C-Suite (or owner-entrepreneurs) to guide you to achieving your strategic goals.

AND RELATED COMPLIANCE

There is a critical value proposition in integrating international tax planning with global business management: ensuring compliance with all relevant Canadian, U.S. and foreign tax laws to avoid costly penalties for companies and principals; and development of tax efficient global strategies, which can increase a company’s after-tax profitability. Cross border tax management involves an extraordinary effort in co-managing with a client a process which is both multi-disciplinary (e.g., legal, business, accounting, treasury) and multi-jurisdictional (e.g., Canada, U.S., sub-national jurisdictions). During the past twenty years I have co-managed (with C-suite officers) teams of professionals in multiple jurisdictions through feasibility, design, implementation and post implementation stages of international business expansions and optimization projects.

In international corporate tax problem solving, prevention is the best cure. Where proper planning has not been undertaken corporate tax problems can have many significant downsides, which can include: impeding access to markets, damaging customer goodwill, hinder economic opportunities for the company and its shareholders; wrecking succession planning and not to miss the obvious, create enormous costs which can swamp corporate profits. I have been fixing international corporate tax problems for over a decade. As with cross border business expansion, the way forward involves a rigorous process focusing on a mission of excellence and great importance. My legal process may involve professionals from law, accounting, economics, working together with the C-suite.

Services may include:

1. Entity selection process;

2. Cross border legal structure;

3. Tax and business optimization planning; including:

• feasibility
• design
• implementation

4. State and local regulatory compliance;

5. Corporate minute book and beneficial ownership reporting;

6. Financial modelling across multiple jurisdictions;

7. Transer pricing;

8. E-commerce and Digital tax planning;

9. Integrated estate planning;

10. Collaboration with CPA firm(s);

11. U.S. general counsel services.

I have been advising U.S. non-filers in Canada,  including: Individual, Corporate, and Estate, to become compliant with their U.S. federal tax and reporting obligations since 2006. I have represented clients (including those from the E.U.) through all stages of the Offshore Voluntary Disclosure Program and the Streamlined Foreign Offshore Procedures from 2009 to the present (including on both civil and criminal matters). 

CORPORATIONS

For corporations in Canada, my legal representation has also included State and Local voluntary disclosures on a diverse set of regulatory matters including income taxes, employer taxes, sales and excise taxes, and compliance with workers' compensation.

In international corporate tax problem solving, prevention is the best cure. Where proper planning has not been undertaken corporate tax problems can have many significant downsides, which can include: impeding access to markets, damaging customer goodwill, hinder economic opportunities for the company and its shareholders; wrecking succession planning and not to miss the obvious, create enormous costs which can swamp corporate profits. I have been fixing international corporate tax problems for over two decades. As with cross border business expansion, the way forward involves a rigorous process focusing on a mission of excellence and great importance.

INDIVIDUALS & ESTATES

My representation to date has included advising individual clients on all aspects of U.S. immigration law relating to renunciation of American citizenship and abandonment of green cards. I work very closely with a U.S. based team of CPAs in the preparation of my clients’ U.S. individual and business compliance and I am considered a return preparer for my clients' compliance.

In addition, I have also advised many Americans in Canada who are uncertain about the correctness of their U.S. reporting of significant compliance gaps and assisted them to make voluntary disclosures and restructure their tax and legal affairs. Those hardest hit are Americans with private corporations and are subject to the new transition and global low intangible income tax regimes. 

Sadly, in almost all of my remediation files (individual and corporate), the adversities experienced by my clients were avoidable with timely and proper tax counsel.  

Services may include:

1. IRS voluntary disclosures and late filings for individuals, estates, and trusts, including:

• Streamlined filing compliance procedures (non-U.S. residents)
• Streamlined filing compliance procedures (U.S. residents)
• Voluntary disclosure program – Criminal Investigation
• OVDP, OVDI (2009-2018)
• Forms including (partial list): 1040, 1040NR, 3520, 3520-A, 8833, W-8 withholding series, 8938, 5471, 5472, FBAR, 706, 709, 926, 2555, 8621, 8804-8805, 8832, 8854, 8865;

2. IRS tax relief procedures for individuals for the reduction, elimination, or deferral of taxes, including penalty abatements;

3. IRS voluntary disclosures and late filings for domestic business entities, and Canadian and foreign business entities and related compliance including:

=>  for income taxes (e.g., 1120, 1120-F), payroll taxes, withholding  requirements, transfer pricing documentation

=> for State and Local governments, voluntary disclosures for late  filings for businesses, including income taxes, payroll, sales and  use taxes in New York, and other States in the United States

=> design and implementation of tax and legal optimization  strategies; and

4. U.S. Expatriation including counsel and planning on the unique individual’s legal issues under U.S. Federal immigration law, and U.S. Federal tax law.

Recurring problems with cross border estate planning to be avoided

Cross border estate planning simply concerns families or individuals with international facts – namely, individual family members or their assets, may touch more than one sovereign or country. This may by way of illustration (which is by no means exhaustive) include a husband and wife or partners cohabiting in Canada where one person is solely a national of Canada and the other has U.S. citizenship, as well as a Canadian resident with assets in the U.S.A., or a U.S. citizen with relatives or assets in Canada or another place in the world, like South America. Some further examples are found below. 

In reviewing client wills, a major and recurring problem that crosses my desk are wills which are prepared for cross border families living in Canada which do not adequately take into account the unique multi-jurisdictional (Canada, U.S., Treaty, and State) tax and related legal issues involving trusts and corporations and difficult income tax issues.  As the principal author of a 2,000 page book on the combined international tax rules of Canada and the U.S. [see below under Resources] I have experience with the divergence between the legal systems prevalent in our 30 topical chapters. Similar problems that I see arising in wills planning involve planning for children resident in the U.S. Also frequently a problem are individuals who die in the U.S. leaving assets in the U.S. to family members in Canada or Europe. The results, especially if understood only after the decedent passes, can sometimes be offer an eviscerating economic cost.

A different approach

After many years of advising families on international income tax planning, corporate tax planning, and estate and gift tax planning, I have created a legal process which I have found recognizes the distinct tax and legal jurisdictional challenges that may need to be navigated by the family, and their stakeholder advisors, to understand their unique international estate planning tax and legal issues, and to make informed decisions which can move the estate planning process forward. I have found that the preservation of wealth through estate planning for cross border clients very often requires advice, consideration and reflection by the families which may not necessarily be present in the drafting of wills.

Services may include:

1. Domestic estate planning for residents of New York State, including:

• Wills and trusts (including revocable and irrevocable trusts)
• Estate tax and gift tax planning
• Generation skipping transfer tax planning
• Planning for non-probate assets 
• Powers of Attorney for health and property
• Elder law
• Taxation of trusts
• Income tax considerations I
• Irrevocable life insurance trusts

2. International estate and gift tax planning, including:

(a) International gift tax and legal strategiesfor families living in Canada and foreign based families, for their children and grandchildren who are living in New York, or in another State in the United States 

(b) international estate planning for families living in Canada with children and grandchildren who are living in New York or another State in the United States, including:

• Cross border tax, treaty, and legal planning for estate administration
• Cross border tax and legal planning regarding complex legal structures (e.g., involving trusts, partnerships, and corporations)

(c) International estate planning for Canadian and foreign families with U.S. situs assets in New York or in another State in the United States, including:

=> personal property, real property and interests in legal entities

(d) For executors and beneficiaries of U.S. decedents in Ontario (and their professional advisors) 

Counsel on U.S. Estate, Gift and Generation-Skipping Transfer Taxes; U.S. Income Tax; and U.S. International Information Reporting including related compliance

Our estate planning practice is not limited to the above cases, if you have a question or concern about your situation we can assess your case and determine how to best tailor our services to meet your needs.

Corporate Transparency Act 

All corporations and LLC’s formed in the United States and corporations formed in Canada with U.S. investments, including officers, controllers, and directors and their professional advisors should prioritize receiving counsel on the Corporate Transparency Act. Penalties are severe. 

FinCEN estimates that there are at least 32.6 million ‘‘reporting companies’’ (i.e., entities that meet the core definition of a ‘‘reporting company’’ and which are not exempt).  Companies required to report are called reporting companies. 

Have a proven advocate in your corner. My background in global regulatory compliance and financial crime includes many years of advising individual and corporate clients on beneficial ownership reporting across the legal spectrum of rules including: IRS corporate tax reporting, IRS international information reporting, FBARs, FATCA, tax treaties, IRS tax liability provisions in numerous areas of the IRC, the OECD’s Common Reporting Standard and Multilateral Instrument. My book on global financial crime which addresses these standards published by Palgrave Macmillan & Springer  and has over 14K downloads.

In enacting the Corporate Transparency Act, Congress seeks to combat a large number of related problems caused by international financial crime, money laundering and tax evasion. New reporting rules on ownership with very substantial penalties apply in 2024, and 2025 and beyond. According to Congress, “ malign actors seek to conceal their ownership of corporations, limited liability companies, or other similar entities in the United States to facilitate illicit activity, including money laundering, the financing of terrorism, proliferation financing, serious tax fraud, human and drug trafficking (including fentanyl), counterfeiting, piracy, securities fraud, financial fraud, and acts of foreign corruption, harming the national security interests of the United States and allies of the United States.” 

It is estimated that the offshore banking industry shelters over $21 trillion, which costs governments lost revenues of at least $400 billion a year(such a figure is comparable to the size of the economies of the United States and Japan combined).  A recently announced “big data” leak containing over 2.5 million tax haven documents revealed dealings of over 70,000 taxpayers and also of over 120,000 offshore corporations and trusts. The big data (which was

followed by an even bigger data leak in 2016- the Panama Papers) was uncovered by over eighty-six journalists in forty-two countries. 

Penalties for willfully violating the CTA reporting requirements may potentially be subject to civil penalties approaching $500 a day a violation continues.  A person who willfully violates the BOI reporting requirements may also be subject to criminal penalties of up to two years imprisonment and a fine of up to $10,000.Generally both individuals and corporate entities can be held liable for willful violations. This can include not only an individual who actually files (or attempts to file) false information with FinCEN, but also anyone who willfully provides the filer with false information to report. Both individuals and corporate entities may also be liable for

willfully failing to report complete or updated beneficial ownership information; in such circumstances, individuals can be held liable if they either cause the failure or are a senior officer at the company at the time of the failure. 

Our services include:

• Advising corporations and legal entities on CTA
• Preparing and filing initial and updates to beneficial ownership reports and related compliance under the CTA
• Corporate legal support for record keeping and compliance
• Advising business clients on related state regulatory compliance 
• Advising C-suite on global tax management and global regulatory compliance regimes
• Voluntary disclosure services as may be applicable
• Advising financial service companies on educational and compliance strategies to combat global financial crime

Leaving Canada? Or relocating to Canada

can be a complex process

Our firm provides counsel to business executives, individuals, and families affected by Canada's residency tax system.

I have an extensive background in advising business executives, individuals, and families on Canada's tax residency laws which includes over 25 years of legal practice and the publication of books dealing with Canada's residency tax system (see Resources below).

The tax regime which comprise Canada's residency tax laws dates back decades and is highly complex.  A series of detailed tax rules arising under different domestic, treaty, and international bodies of law can can impact an individual's tax issues and related planning.  Having an experienced international tax advocate in your corner can help you in identifying your unique issues so that you can begin to understand how they impact your personal and business goals and related tax, employment, immigration, and legal planning.

Attention to detail is a crucial element in discussing and advising clients on formulating tax strategies dealing with their tax residency issues.  Although our practice handles many 're-dos' fixing avoidable but often costly tax mistakes on residency issues (which can be catastrophic in some financial cases), I enjoy helping clients who believe it is important to 'get it right' the first time.  Over the many years I have been providing clients with personalized and dedicated representation in this area, I have formulated a legal process which I look forward to sharing with you.

Immigration and taxation are two sides of the same coin. Yet often, for so many years, I continue to represent business clients who received U.S. immigration and even in some instances employment legal advice, but failed to incorporate timely and proper strategic tax and compliance planning. I know the maxim, "an ounce of prevention is worth a ton of cure" may be considered old fashioned. However, if you understand your unique cross border (Canadian and U.S.) tax planning and compliance issues together with your U.S. immigration strategy, you will make wiser and more prudent choices.

For over twenty years I have acted in the capacity of U.S. counsel to many businesses and their owners in Canada seeking to expand their operations or invest in the United States.  I have developed tools and tactics to enable owner-entrepreneurs and C-suite executives to perform feasibility analysis surrounding their business missions and to design and implement customized cross border immigration, tax, and business law strategies to assist them in achieving their goals

My clients, primarily from Canada, come from a diverse background and include professionals, artistes and entertainers, entrepreneurs, clergy, and representatives from such industries as international art advisory, medicine, healthcare, architecture, interior design, the funeral industry, technology and software development, music publishing, consumer goods, and transportation and logistics.

Temporary U.S. immigration visa services (see Our Clients below)  contain detailed and complex regulatory requirements. Additionally, these visas,  can invite dire business and individual Canadian and U.S. tax consequences which I explain in my books, The Tax Advisor’s Guide to the Canada-U.S. Tax Treaty, and my novella for MBA’s and business managers, La Brienza Winery, Tax Trouble in Wine Country –both available from Thomson Reuters (and co-authored with Arthur Cockfield, Ph.D. (Law) Stanford University).  This problem can be particularly acute where Canadian businesses are sending personnel to work in the U.S. and or are forming a U.S. entity.

"I would not relocate my business to the United States without understanding the tax risks, why should you?" – David Kerzner, Cross Border Lawyer

• Attorney at Law, State Bar of New York, since 1993
• Barrister & Solicitor, Law Society of Ontario, since 1992 
• U.S. Tax Court, since 1994
• U.S. District Court, Southern District of New York, since 1994
• U.S. Court of International Trade, since 1994
• Solicitor, Senior Courts, England and Wales, since 2000

• HBA Western University Ivey School of Business
• LL.B./J.D. Faculty of Law, Queen’s University
• LL.M. (International Law) New York University School of Law
• LL.M. (Taxation) New York University School of Law
• Ph.D.  Faculty of Law & School of Graduate Studies, Queen’s University

• National Defense Service Medal, U.S. Armed Forces
• 125th Anniversary of the Confederation of Canada Medal, Governor General of Canada
• Eric W. Cross Memorial Fellowship in Law, Queen’s University, 2011-2012
• Fellow, Taxation Law & Policy Research Group, Monash University, Melbourne, Australia, 2008-2016
• 2020 Ontario Bar Association, Lauren D. Rachlin Award for Excellence in International Business Law, finalist for the award