CRA indicates that an individual exercising power of attorney for a controlling incapacitated shareholder does not have de jure control of the corporation

CRA confirmed 2012-0454111C6 in finding that a power of attorney under which a designated attorney exercises the voting rights of a controlling shareholder of a corporation as a consequence of the incapacity of that shareholder would not constitute (in contrast to a unanimous shareholders agreement) an external document that has to be taken into consideration in determining the de jure control of the corporation - so that the grant or exercise of such a power of attorney would not give rise to a loss restriction event.

Neal Armstrong. Summary of 4 June 2024 STEP Roundtable, Q.3 under s. 251.2(2)(a).