CRA considers that losses from a business of Holdco providing admin services to Opco likely would disappear following an acquisition of control and their amalgamation

Holdco, a CCPC, had accumulated non-capital losses (NCLs) arising from the management services it had rendered over the years (i.e., the services of its employee providing administrative services) to its wholly-owned manufacturing subsidiary, Opco. Immediately after an acquisition of control of Holdco by Buyco, Holdco and Opco amalgamated, so that the same services of the employee now occurred within Amalco.

In finding that the NCLs accumulated by Holdco likely could not be deducted in computing Amalco's taxable income in light of the ss. 87(2.1) and 111(5) restrictions, CRA stated:

[O]n the limited basis of the facts submitted … it would be reasonable to consider that the business that generated the losses, namely the management services business that was carried on by Holdco prior to the acquisition of control … ceased to be operated after the amalgamation. This conclusion is based in particular on … the management activities performed by the Amalco employee [being] intended solely to support the corporation in the manufacturing field, and … not in themselves represent[ing] the carrying on of a business. …

Regarding the factual variation where Amalco had two divisions: one carrying on the manufacturing business; and the second division for management services, including those previously rendered by Holdco to Opco, CRA stated:

[C]reating two divisions with a separate financial statement for the management services and manufacturing businesses would not change our conclusion … that it would be reasonable to consider that the management services business that was carried on by Holdco ceased to be carried on after the amalgamation of Holdco and Opco.

Neal Armstrong. Summary of 10 October 2024 APFF Roundtable, Q.14 under s. 111(5)(a).