Action Tracker

# Email Draft — FY2024 SR&ED Filing Status Check

> Send to your existing corporate-tax accountant. Time-critical: confirms whether ~$25-60k in refundable credits was filed before April 30, 2026, or is now statute-barred.

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**Subject**: Rahimi Corp FY2024 (FYE Oct 31 2024) — was SR&ED claim filed before Apr 30 2026 deadline?

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Hi {ACCOUNTANT_FIRST_NAME},

Quick but time-sensitive question regarding **Dr. Eiman Rahimi Medicine Professional Corporation**, fiscal year ending October 31, 2024.

I am working through whether the corp can claim SR&ED tax credits on R&D activity (specifically a clinical-software project for local PHI de-identification used in my anesthesia consultation workflow). Under ITA section 37(11), the SR&ED filing deadline is **18 months after fiscal year-end**, which for FYE October 31, 2024 was **April 30, 2026** (now passed).

**Could you confirm**:

1. Was a **T661 (SR&ED expenditures claim)** and **Schedule 31 (Investment Tax Credit — Corporations)** filed on behalf of Rahimi Corp for FY2024 — either alongside the original T2 or as an amendment — *before April 30, 2026*?

2. If yes:
   - Approximate qualified-expenditure amount claimed?
   - Were federal ITC + Ontario OITC both claimed?
   - Has CRA assessed the claim, and if so was it accepted as filed, selected for review, or reduced?
   - Could you forward me a copy of the filed T661 + Schedule 31 + any CRA correspondence for my records?

3. If no:
   - Confirm that no SR&ED was filed for FY2024.
   - Acknowledge the credits are now statute-barred under ITA 37(11) (unless there is any discretionary relief mechanism you are aware of, e.g. ITA 220(2.1) — though my understanding is this does not generally extend the SR&ED statute-bar).

4. Going forward I am engaging a **SR&ED-specialty firm** to handle SR&ED filings for both Rahimi Corp and a future Vohux Inc. (a separate OBCA business corporation I am planning to register for software R&D outside CPSO scope). Could you confirm whether there are any open SR&ED filings, IRAP funding, or related items for Rahimi Corp that the new firm should know about for proper coordination?

Time-sensitive because **Rahimi Corp FY2025 (FYE October 31, 2025)** has a SR&ED deadline of **April 30, 2027**. I want to lock in clean documentation cadence and engagement plumbing well before that deadline, and I need clarity on FY2024 to assess whether retroactive review is meaningful.

Happy to chat by phone / Zoom — 15 minutes is plenty if you can pull the file.

Thanks,

Dr. Eiman Rahimi
[email protected]

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## Action after response

Update `claims/2024-FY/INDEX.md` (created below) with the answer:
- **Filed**: archive T661 + Schedule 31 + CRA correspondence in `claims/2024-FY/filings/`. Done.
- **Not filed**: mark file CLOSED and move on. Do not pursue unless lawyer / specialist accountant identifies a discretionary relief route.

# Email Draft — SR&ED Specialist RFQ

> Send to 3 firms. Replace `{FIRM}` and `{CONTACT}` per send.

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**Subject**: SR&ED engagement enquiry — Medicine Professional Corp + future business corp (Ontario, < $10M)

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Dear {CONTACT},

I am the sole shareholder of **Dr. Eiman Rahimi Medicine Professional Corporation** (Ontario MPC, FYE October 31, taxable income < $10M, CCPC). I am also planning to register a separate **Vohux Inc.** (OBCA business corporation, sole-shareholder CCPC) to hold software-portfolio R&D, since CPSO Bylaw 9 limits MPC permitted activities. Both entities will have ongoing SR&ED-eligible R&D activity from Rahimi FY2026 (Nov 1, 2025 → Oct 31, 2026) onward.

I am looking for a **SR&ED-specialty engagement**, not generic CPA work. I will continue using my current corporate-tax accountant for T2/payroll/HST. Scope for your firm:

1. **Eligibility screening** for each candidate project — I will provide pre-screened candidates from my own pipeline; you confirm which to file.
2. **T661 narrative drafting and review** — I have an internal Claude-API drafting tool that produces a first pass; you refine and certify.
3. **Schedule 31 + Ontario OITC + OBRITC schedules** preparation.
4. **Audit defence** if CRA selects for review (financial or technical).
5. **Optional**: Pre-Claim Consultation (PCR) with CRA for first-time claims in each entity.

The candidate project pipeline (subject to your screening) for **Rahimi MPC** is clinical R&D — local PHI de-identification with on-device LLM (anesthesia consultation pipeline), and a clipboard-only PHIPA-compliant pain-procedure charting SPA. For **Vohux Inc** the pipeline is software (a Canadian tax-calculation engine, an OCR + dedup pipeline for financial documents, a multi-channel email client, etc.). Most projects have ADRs, spec.md files, and substantial git history with documented failed approaches — i.e., contemporaneous evidence is in good shape.

**Specific question, time-sensitive**: Rahimi MPC FYE October 31, 2024 had a SR&ED filing deadline of **April 30, 2026** (now passed). I am waiting on confirmation from my corporate-tax accountant whether anything was filed before that deadline. If your firm is willing to handle a retroactive review on that fiscal year (only if a filing was actually made and we are evaluating its quality), please indicate.

**Could you provide**:
- Estimated **fixed-fee or %-of-recovery** for an annual recurring engagement covering both entities (please indicate which model applies).
- A sample anonymized T661 narrative you wrote (one for software, one for clinical/medical if available).
- Your **prior-year filing volume** and acceptance rate.
- A statement of whether **audit defence** (objection / Tax Court appeal) is in scope of the base fee or hourly add-on.
- Approximate timeline from FY-end to filing in steady state.

I would like to engage by **July 31, 2026**, so the live cycle (Rahimi FY2026, ending Oct 31, 2026) gets a proper documentation review well before its 18-month deadline of April 30, 2028.

Thank you for considering. I am happy to make all my project documentation, ADRs, and git evidence available under NDA for your evaluation.

Best regards,

Dr. Eiman Rahimi
[email protected]

# CPSO-Bylaw / Corporate-Structure Lawyer Engagement Brief

> Goal: a single 60–90 minute consult with a Canadian tax + CPSO-bylaw-experienced lawyer that lands all corp-structure decisions and produces an actionable next-steps list. This brief is what to send the lawyer in advance so the consult time is spent answering, not gathering facts.

## Lawyer profile required

A lawyer with **all three** of:
1. Ontario professional-corporation experience (CPSO Bylaw 9 + O. Reg. 39/02 specifically — not just generic profcorp work).
2. Canadian tax law: corporate restructuring; CCPC eligibility; IP assignment with **ITA s. 69 (FMV transfer-pricing reattribution)** and **ITA s. 85 (rollover election)** mechanics in scope; SR&ED definitional reach under ITA s. 248(1).
3. Familiarity with SR&ED ITA s. 37 if possible — not a hard requirement, but a bonus.

Likely candidates: senior tax associates at Goodmans, Borden Ladner Gervais, Aird & Berlis, Cassels Brock, Davies Ward Phillips, Stikeman Elliott Toronto offices. Mid-market: Dickinson Wright, Pallett Valo, McMillan. Boutique tax: Wilson Vukelich, Steven Tannenbaum.

## Background brief (send before consult)

**Claimant 1 (existing)**: Dr. Eiman Rahimi Medicine Professional Corporation
- Ontario MPC under O. Reg. 39/02 + CPSO Bylaw 9
- FYE October 31, taxable income < $10M, CCPC
- Sole shareholder Dr. Eiman Rahimi (anesthesiologist, Mackenzie Health perioperative + ICU + pain medicine)
- Operates Epione Pain Center (EPC), Toronto

**Claimant 2 (proposed, not yet registered)**: Vohux Inc.
- Proposed Ontario OBCA business corporation (NOT a professional corporation)
- Proposed sole shareholder Dr. Eiman Rahimi (in personal capacity, not as a regulated health professional)
- Proposed FYE TBD (current preference: 12-31 to spread filing workload from Oct 31 MPC FYE)
- Proposed purpose: hold a portfolio of software products (Canadian tax calculation, OCR + dedup financial pipeline, email client, app-update tracker, macOS privacy tool, etc.) and claim SR&ED on the software R&D outside of CPSO scope.

**Existing software portfolio**: 8 products with substantial git history beginning ~2026-01-19. IP is currently held personally by Dr. Rahimi, not by Rahimi Corp (this is the working assumption — needs your verification). No commercial revenue from software products yet; all are dogfood / pre-launch.

## Hard questions for the consult

### A. Bylaw 9 — scope and limit

1. Is **one-MPC-per-physician** still the operative limit under current CPSO Bylaw 9 + O. Reg. 39/02? Cite the current section.
2. Define "**activities ancillary to the practice of medicine**" as it currently applies under Bylaw 9. Is software developed and used by the practitioner as a clinical tool (e.g. local PHI de-identification, pain-procedure charting) inside scope?
3. Does your answer change if that same software is also licensed to or used by the corp's clinic (Epione Pain Center) but not sold to the public?
4. **Sanction**: what happens if an MPC is found to be carrying on a non-permitted activity? Loss of certificate of authorization? Compulsory dissolution? Personal liability exposure?

### B. Vohux Inc structure

5. Confirm an **OBCA business corporation** is the right vehicle for software (vs. e.g. an unlimited liability corp, a CCPC trust, or a pre-existing numbered company). Sole-shareholder CCPC is the assumption — confirm.
6. **FY-end choice**: any tax or operational reason to pick something other than calendar year? Should it match Rahimi MPC's Oct 31 to align owner compensation, or deliberately differ to spread workload?
7. Compensation flow: should Dr. Rahimi pay himself salary, dividends, or both from Vohux Inc? What's the interaction with Rahimi MPC's existing comp plan?

### C. IP assignment

8. Existing software was developed personally by Dr. Rahimi (often after-hours, with personal infrastructure costs and no Rahimi MPC funding). What's the cleanest mechanism to **transfer** that IP into Vohux Inc post-registration?
   - Outright assignment for nominal consideration?
   - Sale at fair market value (and what's FMV when none of the products has revenue)?
   - License grant only, retaining ownership personally?
9. **Tax attribution risk**: if IP is transferred at less than FMV, does ITA s. 69 reattribute the gain? Does ITA s. 85 rollover apply for incorporation? Anything I should pre-emptively elect on?
10. **Future R&D**: does the transfer cleanly establish that ongoing R&D (post-transfer date) is being carried on **by the corp**, supporting future SR&ED claims?

### D. SR&ED interaction

11. Confirm Rahimi MPC may file SR&ED for clinical-tool R&D it carries on directly (e.g. EpicVDI, Epione EMR Assistant) — i.e., the work is "by or for the practising physician" within ITA s. 248(1) AND within Bylaw 9 ancillary scope.
12. For **retroactive Rahimi MPC FY2024 (FYE Oct 31, 2024)** — deadline April 30, 2026 has passed as of today. Is there any waiver / extension mechanism under ITA s. 220(2.1) or otherwise that could revive the claim, or is it strictly statute-barred?
13. **First Vohux Inc filing**: when must Vohux Inc be incorporated, and the IP cleanly transferred, for FY2026 (Nov 1, 2025 → Oct 31, 2026 — Rahimi calendar; or Y1 from Vohux Inc incorporation date — Vohux calendar) software work to qualify? Specifically, is there a "carrying on by the corp" backdating risk if registration happens mid-year?

### E. Liability + insurance

14. With Vohux Inc holding software products that may eventually be sold to clinics or the public, what's the recommended:
   - Tech E&O insurance (coverage amount + carrier)?
   - Privacy / data-breach rider?
   - Director's & officer's coverage?
15. Should Vohux Inc enter into a service agreement with Rahimi MPC (e.g. for shared admin time)? What about with EPC?

### F. Disclosure to CPSO

16. Do I need to **proactively disclose** the existence of Vohux Inc to CPSO? Are there annual filings that touch the personal corporate-interest declaration?
17. If a software product later begins to generate revenue, does that revenue need to be disclosed in the CPSO annual renewal?

## Decision artifacts I'd like at the end of the consult

1. **Go / no-go on Vohux Inc registration** with target date.
2. **Recommended FY-end** for Vohux Inc.
3. **IP transfer mechanism** chosen + tax-treatment plan (rollover election? FMV sale? license retain?).
4. **Bylaw 9 scope letter** — a 1–2 page memo from the lawyer confirming that EpicVDI and Epione EMR Assistant are in scope for Rahimi MPC SR&ED claims. This becomes part of the audit-defence binder.
5. **Statute-bar position on FY2024** — is it strictly closed, or is s. 220(2.1) discretionary relief worth pursuing?
6. **Insurance recommendations** with concrete carrier + amount.
7. **Engagement letter** for ongoing low-touch advisory (probably 5–10 hrs/yr at hourly).

## Estimated time + cost

- **Pre-consult brief preparation** (this document): done.
- **Consult**: 60–90 minutes.
- **Lawyer's prep + memo**: 4–8 hours.
- **Total fee estimate**: $3,000–$8,000 for the initial engagement (Toronto rates $500–$900/hr senior tax counsel × 6–10 hours).

## Next step

Email this brief + a request for a 90-minute consult to 2 candidate firms. Send within 7 days. Schedule consult within 30 days. Decisions land before July 31, 2026 so Vohux Inc (if go) is registered well before Oct 31, 2026 fiscal close.

Run: open ~/Projects/SRED/claims/_intake/sred-deadline-reminders.ics

Calendar.app will add 16 events for FY2026-FY2029 deadlines (T2-due, soft, 2-month warning, hard filing deadline).

# Accountant Engagement — SR&ED Specialist

> Goal: engage a SR&ED-specialty accountant to be the gating reviewer for every claim. Generic CPAs are insufficient — SR&ED is a specialty practice.

## Why a SR&ED specialist (not just any CPA)

- T661 narratives must survive both **financial review** (expenditure verification) and **technical review** (CRA Research and Technology Advisor). A CPA without SR&ED case experience loses the technical review.
- The 18-month statute-bar (ITA s. 37(11)) is unforgiving. A specialist tracks every claimant's filing calendar.
- A specialist negotiates with CRA on objection / appeal if a claim is reduced. Generic CPAs typically don't.

## How to find candidates

Three good firm types to short-list:
1. **SR&ED-specialty boutiques** — RDP Associates, Welch LLP (SR&ED group), Boast.AI (formerly Easly), MEUK Consulting, Scitax. Boutiques typically charge fixed fee or %-of-recovery (15–25%).
2. **Big-4 SR&ED practices** — Deloitte, KPMG, PwC, EY all have SR&ED groups. More expensive, more conservative drafting, better audit-defence resources. Worth it for claims > $50k.
3. **Mid-market accounting firms with SR&ED partner** — MNP, BDO, Crowe Soberman. Good middle ground.

## Engagement model preferences

| Model | Range | When to choose |
|-------|-------|----------------|
| Fixed fee | $5k–$25k per claim | Predictable cost; small/medium claims |
| %-of-recovery | 15–25% (typically 20%) | Skin in the game; only pay if claim accepted |
| Hourly | $300–$650/hr | Avoid unless drafting is collaborative + scope is uncertain |
| Hybrid | Base + bonus | Big-4 firms often require this |

For Rahimi MPC + future Vohux Inc with annual recurring claims, a **fixed annual retainer covering both entities** is usually most cost-effective.

## Questions to ask in the first call

Use this as a printable cheat-sheet. Score each candidate firm out of 10 across:

### Track record
- [ ] How many SR&ED claims did your firm file last year? (target: > 50/yr signals real practice)
- [ ] What % were accepted as filed (no review)?
- [ ] What % survived technical review without material reduction?
- [ ] Show me an anonymized T661 narrative you wrote for software R&D.
- [ ] Show me one for clinical/medical R&D.

### Sector fit
- [ ] How many physician-owned MPC SR&ED claims do you handle annually?
- [ ] How many software-portfolio (CCPC) claims do you handle annually?
- [ ] Are you familiar with Mackenzie Health / academic-affiliated claims (OBRITC potential)?

### Process
- [ ] What's your contemporaneous-evidence intake process? (Acceptable: structured questionnaire + git/ADR review. Red flag: "tell us what happened in interview")
- [ ] How do you handle the Anthropic-API draft we have at `scripts/draft-t661.py`? Do you review and refine, or do you require your own ground-up draft?
- [ ] What's your average time from FY-end to filing?

### Audit defence
- [ ] How do you handle a CRA technical review? (Acceptable: in-person meeting, prepared with binder. Red flag: "we email them additional info")
- [ ] What happens if CRA disallows part of the claim? Are objections / appeals included or hourly?

### Fee structure
- [ ] What's your engagement model? Fixed / %-of-recovery / hourly / hybrid?
- [ ] What does that fee cover (drafting only? + Schedule 31 prep? + audit defence? + objection?)?
- [ ] If %-of-recovery: do you take % of refundable only, or all credits including non-refundable?
- [ ] What's the floor / cap?

### Scope alignment
- [ ] Two claimants are anticipated: Rahimi Corp (existing MPC, clinical R&D) + Vohux Inc (to-be-registered OBCA, software). Can you do both?
- [ ] FY2024 retroactive deadline (April 30, 2026) has passed — can you confirm whether the prior accountant filed?
- [ ] Will you participate in the corp-structure decision discussion with our CPSO-bylaw lawyer, or stay out?

## Pro-forma cost vs benefit

| Scenario | Recovery | Specialist fee (20%) | Net to claimant |
|----------|----------|---------------------|-----------------|
| One Rahimi MPC claim, $30k recovery | $30,000 | $6,000 | $24,000 |
| One Vohux Inc claim, $70k recovery | $70,000 | $14,000 | $56,000 |
| Both, year 1 (with corp-setup overhead) | $100,000 | $20,000 + $3,000 setup | $77,000 |
| Both, year 2 (steady state) | $100,000 | $20,000 | $80,000 |

Specialist fee is a tax-deductible business expense, so the after-tax cost is ~50% of nominal.

## Next step

Send the email at `claims/_intake/email-to-accountants-draft.md` to 3 candidate firms. Ask for written responses within 2 weeks. Score them with this checklist. Pick one. Engage by July 31, 2026 so the FY2026 cycle (currently in flight, ends Oct 31, 2026) is properly supported.

Read .decisions/2026-001-vohux-inc-registration.md in SRED workspace.

3-year net recovery: ~$197k (base) or ~$184k (if accountant charges 20% of both entities).

Gate: CPSO-bylaw lawyer must confirm Bylaw 9 reading before registering.
After consult, flip ADR status from PROPOSED to ACCEPTED or REJECTED.

Ask your accountant:
"Can you confirm the fiscal year-end date for Dr. Eiman Rahimi Medicine Professional Corporation on file with CRA?"

Expected: October 31. If different, update ~/Projects/SRED/docs/business-context.md and re-deploy this app.

Run on each quarter-end (Jul 31, Oct 31, Jan 31, Apr 30):

python3.14 ~/Projects/SRED/scripts/freeze-evidence.py --fy 2026

Captures git HEAD, ADRs, specs, and SR&ED screen for all 10 portfolio projects.

python3.14 ~/Projects/SRED/scripts/freeze-evidence.py --fy 2026

Mid-FY contemporaneous evidence snapshot — strongest proof for SR&ED 5-question test Q5.

On Oct 31, 2026:

python3.14 ~/Projects/SRED/scripts/freeze-evidence.py --fy 2026
git tag -a sred-fy2026-end -m "Rahimi FYE 2026 — SR&ED evidence snapshot"

Filing deadline: April 30, 2028.