Principal Issues: Situation 1: A CCPC makes the election provided in subsection 89(11). The corporation is thereafter acquired by a public corporation. A few years later, the corporation is acquired by a Canadian resident individual. The election was never revoked pursuant to subsection 89(12). Situation 2: A parent corporation and its subsidiary are both CCPCs. The parent corporation makes the election provided in subsection 89(11). The following year, the parent corporation and its subsidiary are amalgamated under subsection 87(1) of the ITA to form "Amalco". Question a): In situation 1, following its acquisition by the individual, whether the corporation would still be considered not to be a CCPC for the purposes of paragraph 125(7)(d)? Question b): In situation 2, before the amalgamation, whether the subsidiary retains its status as a CCPC for all the provisions of the ITA. Question c): In situation 2, what would be the status of the corporation formed as a result of the amalgamation? Question d): In situation 2, whether the response would be different if it was the subsidiary that made the election before the amalgamation and not the parent corporation. Question e): In situation 2, what would be the status of the corporation formed as a result of the amalgamation if, in the example, the subsidiary was not 100% owned by the parent corporation before the merger, but was in fact its sister corporation? Question f): In situation 2, where a subsidiary would be wound-up into its parent corporation, whether it is the status of the parent corporation that remains after the merger?
Position: Answer to question a): yes. Answer to Question b): yes. Answer to question c): Amalco would be a CCPC, unless it made the election provided in subsection 89(11) not to be a CCPC for the purposes described in paragraph (d) of the definition of CCPC in subsection 125(7). Answer to question d): No. Answer to question e): Amalco would be a CCPC, unless it made the election provided in subsection 89(11) not to be a CCPC for the purposes described in paragraph (d) of the definition of CCPC in subsection 125(7). Answer to question f): yes.
Reasons: Wording of the Act.