CRA accepts that shares can be disposed of on liquidation rather than dissolution

If an individual disposes of his shares of Opco at a loss to his personal Holdco and Opco then is wound-up into Holdco within 30 days (but articles of dissolution are not filed until beyond the 30-day period), will his capital loss be denied under the superficial loss rule?

CRA indicated that first one must assess whether his shares of Holdco are substituted property for (i.e., identical property to) his shares of Opco, and quoted IT-387R2 to the effect that this would be the case if a prospective purchaser would be equally happy with either. (The Bulletin deserves its archiving.  Securities of different persons are not identical.)

If the Holdco shares were not substituted property, then the Opco shares would be considered to be disposed of within the 30-day period if the IT-126R2 criteria were satisfied (e.g., "there is substantial evidence that the corporation will be dissolved within a short period of time.")

There was insufficient information for a GAAR analysis.  (CRA would not like the recognition of the loss notwithstanding that Opco effectively continued as Holdco.)

Neal Armstrong.  Summary of 7 July 2014 T.I. 2014-0518561E5 F under s. 54 – superficial loss.