Principales Questions: On May 15, 20-A, Company A, a CCPC, acquired all of the issued and outstanding shares of the capital stock of Company B, a public corporation, causing an acquisition of control of the latter. Consequently, Company B had a deemed year-end on May 14, 20-A by virtue of subsections 256(9) and 249(4) (no election under subsection 256(9) was done). Company B decided to establish the end of its fiscal period on May 14 of each year. On June 1, 20-A, Company B elected not to be a public corporation under subparagraph (c)(i) of the definition of "Public Corporation" in subsection 89(1). Company B became a CCPC and had a deemed year-end on May 31, 20-A by virtue of subsection 249(3.1). Company B elected not to be a CPCC by virtue of subsection 89(11) by filing the prescribed form on November 14, 20-B. Whether, in the particular situation, Company B would have a deemed year-end on May 31, 20-A by virtue of subsection 249(3.1).
Position Adoptée: Yes.
Raisons: Since Company B elected not to be a public corporation under subparagraph (c)(i) of the definition of "Public Corporation" in subsection 89(1) as of June 1, 20-A, Company B became a CCPC on June 1, 20-A. Thus, by virtue of subsection 249(3.1), Company B's taxation year would be deemed to end immediately before June 1, 20-A, i.e. on May 31, 20-A, notwithstanding the subsection 89(11) election filed by Corporation B on November 14, 20-B. In order to avoid a May 31, 20-A year-end, Company B had to file the election not to be a CCPC under subsection 89(11) on or before the filing deadline of this particular year which would be November 30, 20-A. Moreover, a subsection 89(11) election cannot be late-filed under subsection 220(3.2) since that election is not prescribed for the purpose of section 600 of the Income Tax Regulations.