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Initially, pursuant to the XXXXXXXXXX First Lease, the XXXXXXXXXX was leased by B Co, as landlord, to XXXXXXXXXX, as to an undivided XXXXXXXXXX% interest, D Co as nominee for A Co and partnerships whose interests A Co subsequently acquired, as to an undivided XXXXXXXXXX % interest, and Z Co as to an undivided XXXXXXXXXX% interest. ... Provided that A Co's XXXXXXXXXX % share of the Current XXXXXXXXXX Monthly XXXXXXXXXX Land Rent or A Co's Current XXXXXXXXXX Land Rent payable in respect of any period on or after the date of the issuance of this ruling is incurred by A Co for the purpose of gaining or producing income from a business or property of A Co, such payments will be deductible by A Co, pursuant to subsection 9(1) of the Act, for the purpose of computing its income from such business or property, as the case may be. ...

& Mrs. B (who have attained the age of eighteen (18) years). The sole capital beneficiaries will be Mr. ... & Mrs. B. e) The trustees shall have unfettered discretion to make payments of income or capital of the trust fund to or for the benefit of any one or more of the income beneficiaries at any time prior to the distribution date. ...

The beneficial ownership, aggregate ACB and PUC and the aggregate percentage of votes associated with the shares in the capital of Aco are as follows: Shareholder Class of Shares Number of Shares ACB PUC Percentage of Votes Daughter 1 Common XXXXXXXXXX $XXXXXXXXXX $XXXXXXXX XXXXXXXXX Daughter 2 Common XXXXXXXXXX $XXXXXXXXXX $XXXXXXXX XXXXXXXXX The FMV of the common shares in the capital of Aco is substantially in excess of Daughter 1 & Daughter 2's ACB. ... The BcoSub Note will be set off against the Aco Note # 1 and they will be cancelled. ...

The taxpayers that are applying for this advance income tax ruling are all of the Partners (see Appendices A & B). ... It will provide, but not be limited to the following: (a) The business of NewCo will be the Practice; (b) NewCo will carry out its professional services by contracting with independent contractors, employees, locums and so on as discussed in more detail in Paragraph 12; (c) Each individual shareholder of NewCo may, if he or she requests, be a member of the board of directors of NewCo; (d) The President, and other officers of NewCo, will be elected by the shareholders of NewCo; (e) At the sole right of the elected officers of NewCo, the net profits of NewCo will be available for distribution annually in the form of dividends on the outstanding shares, as well as in the form of director's fees; and (f) The change in the ownership of the issued shares of NewCo shall be limited to the following situations: (i) A shareholder has the right, at any time, to demand that NewCo purchase his or her shares at the fair market value at that particular time; (ii) NewCo may, upon approval of XXXXXXXXXX % of its existing shareholders, purchase any shares that are held by any of its shareholders and those shares will be sold to NewCo for their fair market value at that particular time; and (iii) Fair market value for points (i) and (ii) above will be determined by a mutually agreed upon independent third party. 12. ...

The following matrix compares the exposure to risks for a Principal in the existing arrangement with the risks of a Contracting Professional, Contracting Corporation and Professional Employee under the new arrangement: Attribute Current Structure Contracting Professional Contracting Corporation Professional Employee Expected annual time contribution for an individual physician: * As a Principal, he/she is required to devote their entire professional time to the business of the Partnership. ... Compensation * As a Principal, allocated on a fee for service basis, net of an allocated overhead, agreed to by the Principals. ...

The paid-up capital of the issued shares of Opco is as follows: Class of Shares Paid-up capital XXXXXXXXXX common shares $ XXXXXXXXXX XXXXXXXXXX preferred shares XXXXXXXXXX XXXXXXXXXX preferred shares XXXXXXXXXX The rights of the Opco shares are as follows: (a) the common shares are voting and participating; (b) the XXXXXXXXXX preferred shares are redeemable and retractable for an amount of $XXXXXXXXXX per share, have a XXXXXXXXXX% non-cumulative dividend entitlement and entitle their holders to XXXXXXXXXX% of the votes cast at a shareholders' meeting; and (c) the XXXXXXXXXX preferred shares are redeemable and retractable for the amount for which they were issued, have a XXXXXXXXXX% non-cumulative dividend entitlement and entitle their holders to XXXXXXXXXX% of the votes cast at a shareholders' meeting. 3. ... The paid-up capital of the issued shares of Holdco are as follows: Class of Shares Paid-up capital XXXXXXXXXX common shares $ XXXXXXXXXX XXXXXXXXXX preferred shares XXXXXXXXXX XXXXXXXXXX preferred shares XXXXXXXXXX The rights of the Holdco shares are as follows: (a) the common shares are voting and participating; (b) the XXXXXXXXXX preferred shares are redeemable and retractable for an amount of $XXXXXXXXXX per share, have a XXXXXXXXXX% non-cumulative dividend entitlement and are non-voting; and (c) the XXXXXXXXXX preferred shares are redeemable and retractable for an amount of $XXXXXXXXXX per share, have a XXXXXXXXXX% non-cumulative dividend entitlement and entitle their holder to a minimum of XXXXXXXXXX% and a maximum of XXXXXXXXXX% of the votes cast at a shareholders' meeting. 4. ...

XXXXXXXXXX Subco1 also provides XXXXXXXXXX (“Business B ”). XXXXXXXXXX The assets of Business B currently consist of: (f) merchandise rentals, including an estimated XXXXXXXXXX (the “Equipment”), comprising approximately XXXXXXXXXX% of the depreciable property of Business B; (g) depreciable property used for servicing the XXXXXXXXXX business, including computer hardware and software, vehicles, furniture and fixtures, telephones, tools and service work equipment; and (h) customer lists and profiles, dealer lists and specified sales records, assignable contracts and agreements, business and financial records, practice manuals, accounts receivable, prepaid expenses, inventory (including product warranties and service records), intellectual property (including licenses, patents and trademarks), employees and goodwill. 2. ... The Articles of Incorporation of Subco2 will be amended in such manner that, in addition to any other shares that may be authorized for issue, its share capital will include XXXXXXXXXX preferred shares XXXXXXXXXX with the following share attributes: (a) non-voting unless Subco2 defaults in making XXXXXXXXXX cumulative dividend payments; (b) dividend rate is based on the five year Canada bond rate, at date of issue, times XXXXXXXXXX % plus XXXXXXXXXX basis points. ...

To the best of your knowledge, and that of the taxpayers involved, none of the issues contained herein is: (i) dealt with in an earlier return of the taxpayers or a related person; (ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayers or a related person; (iii) under objection by the taxpayers or a related person; (iv) subject to a ruling previously issued by the Income Tax Rulings & Interpretations Directorate; or v) before the courts or, if a judgement has been issued, the time limit for appeal to a higher court has not expired. ... No share of the capital stock of any Holdco will be owned immediately after the exchange by any person or partnership other than the Family Trust and the fair market value, immediately before the distribution described in paragraph 21, of the Family Trust’s shares of the capital stock of each of the Holdcos will be equal to or approximate the amount determined by the formula A x B/C + D as set out in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). 20. ...

ISSUES: Whether debtor in financial difficulty & can replace lender's debt with DPS. ... Yours truly, for Director Financial Industries Division Income Tax Rulings & Interpretations Directorate Policy and Legislation Branch ...

The approximate FMV of the assets of DC on XXXXXXXXXX are as follows: Assets FMV $ Cash XXXXXXXXXX Accrued interest receivable XXXXXXXXXX Due from broker XXXXXXXXXX Furniture and equipment XXXXXXXXXX Marketable Securities XXXXXXXXXX Total $XXXXXXXXXX 12. The approximate principal amounts and FMVs of the liabilities of DC on XXXXXXXXXX are as follows: Liabilities FMV $ Accrued liabilities XXXXXXXXXX Taxes payable XXXXXXXXXX Shareholder Loans XXXXXXXXXX Total $XXXXXXXXXX PROPOSED TRANSACTIONS The Proposed Transactions will occur in the order presented unless otherwise indicated, with the exception of filing the applicable election forms, which will be filed within the applicable due dates, unless otherwise indicated, following the completion of the Proposed Transactions. ...