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(c)(iii), the TPP branch is not stated to be available only where the supply relates “wholly” to TPP situated outside Canada – which, of course, suggests that the exclusion may be available where the supply relates to TPP both inside and outside Canada. Second, there is none of the bipolar confusion evident in s. 142, which in s. 142(1)(c)(ii) includes (subject to s. 143), in a supply made in Canada, a supply of intangible personal property (“IPP”) that “relates … to tangible personal property ordinarily situated in Canada” in s. 142(2)(c)(ii) includes, in a supply made outside Canada, a supply of intangible personal property (“IPP”) that “relates … to tangible personal property ordinarily situated outside Canada” There clearly is a contradiction between the two provisions where there is a supply of IPP that relates both to tangible personal property (TPP) ordinarily situated in Canada and TPP ordinarily situated outside Canada. ...

Where, for example, a parent first contributes cash to the CRIC in exchange for shares of the CRIC with PUC equal to the amount of the cash and the CRIC subsequently uses that cash to make an investment in a subject corporation, it is intended that only the deemed dividend rule apply – the PUC creation would not be considered to relate to the investment, as it is one step removed. ... Similar reasoning applies in situations where a CRIC borrows money and uses the proceeds to purchase shares or debt of a foreign affiliate – the incurring of the debt itself is not intended to give rise to a deemed dividend: only the cash payment is intended to give rise to a deemed dividend. ... By providing that the deemed dividend occurs at the dividend time – generally defined by subsection 212.3(1.1) as the time when the parent acquires control of the CRIC (as long as control is acquired within one year after the investment time) – rather than at the investment time, the amendment generally ensures that the parent may benefit from the most favourable withholding rate reduction under the applicable treaty. ...

Accordingly, an investment includes both a subscription by the CRIC for treasury shares of the subject corporation, and a purchase or other acquisition of shares from another person, including the CRIC's non-resident parent corporation or an affiliated corporation (subject to exceptions in s. 212.3(18) – as well as arm's length persons (or a partnership). ...

The Queen, 2007 TCC 481, at para. 78, aff'd 2011 SCC 63) – on which basis, no penalty should be payable by either party as there had been no "failure" to levy or self-assess the tax. ...

Legislation Basis of tax or fee Basic rate Exemption BC Property Transfer Tax Act Fee on registration of a "taxable transaction" (including a disposition of a lease and a name change application in respect of an amalgamation) 1% of first $200,000 of fair market value; 2% on excess No tax on mortgages leases where remaining term including extensions is under 30 years registration of name change (under s. 191(1) or (3) on Form 17) following conventional Canadian amalgamations (e.g. under BCBCA, CBCA, OBCA)(PTT 012) is exempted under s. 14(4)(u) – it is typical to file Forms 17 and Property Tax Returns (but with no tax) for all fee simple properties following amalgamation AB Land Titles Act [Land Titles Fees Registration] Prescribed fee on registration of transfers, notifications and leasehold titles mortgages and encumbrances other Transfers and leasehold interests: $50 plus $1.00 per each $5,000 of property value (with leaseholds valued at 5% of the FMV for each remaining year of term- up to FMV including where there is a filing of a leasehold caveat) Mortgages: $50 plus $1.00 for each $1,000 of principal amount Fee for other changes in registered ownership (including notice of amalgamation) is $15) SK Land Titles Act, 2000 ISC Land Titles Fees Prescribed fee for transfers or other title updates 0% on first $500 of property value, $25 on excess to $8,400; 0.3% on excess No fee or tax on filing certificate of amalgamation on title MB Tax Administration and Miscellaneous Taxes Act, Part III Tax on tender for registration of a transfer 0% on first $30,000 of FMV 0.5% on next $60,000; 1.0 % on next $60,000; 1.5% on next $50,000; 2.0% on excess over $200,000 No tax on: mortgages leases transfers on winding up of wholly owned subsidiary Modest fee for updating name of amalgamated title holder based on certificate of amalgamation filed with Registry ON Land Transfer Tax Act Tax on tender for registration of a conveyance tender for registration of a notice signifying the existence of an unregistered conveyance unregistered disposition of a beneficial interest in land 0.5% on first $55,000 of value of considerations; 1.0% on next $195,000; 1.5% on next over $150,000; 2.0% on excess over $400,000 (so that for consideration ("C") exceeding $400,000 the tax equals 0.02*C- $3,525) Plus additional 0.5% tax on property with one or two family dwellings to extent the consideration exceeds $2,000,000 Also a 15% tax on direct or indirect non-resident purchases of designated land (generally residential, excluding large (more than 6 units) apartment buildings and including condos) in central Ontario (generally, from Simcoe County down to the Niagara Region and Haldimand County on Lake Erie, and from the Waterloo Region to Peterborough and Northumberland Counties). ... No tax on mortgages leases with an unexpired term including renewals/extensions mentioned therein of not more than 40 years (s. 1, "transfer") Exemptions for transfers between closely related (at least 90% common ownership by votes) persons if 2-year hold (ss. 19(d), 4.1, 19.1, TA, s. 1129.29) similar 90%/2-year test (measured by partnership profit sharing percentage) for partner/partnership transfers (ss. 19, 4.1, see also IB 2017-14) transfers on amalgamation (s. 19(c)) transfers by an individual to a trust of which the individual or related individuals are beneficiaries (s. 20(e)), and similar exception in reverse direction (s. 20(e.1)) transfer by sole individual or trust beneficiary to trust (s. 20(c)) other transfers into and out of trusts and partnerships are not exempt, but sales of their units are exempt as are transfers from a trust to a subsidiary trust for the exclusive benefit of the former (s. 20(c)) unregistered transfers (including exempted ones) not reported within 90 days (s. 6) generate big penalties per TA s. 1129.33.0.3 NB Real Property Transfer Tax Act Tax on tender of a deed for registration 0.50% of greater of consideration for the transfer and the assessed value of the property No tax on mortgages (s. 1-"deed," 6(m))) leases with a term of under 25 years (s. 6(b)) registration of declaration of amalgamation No exemptions for transfers between related corporations NS Municipal Government Act (more readable pdf) "Deed transfer tax" on a registered or unregistered instrument whereby land is transferred – however, there likely is no triggering mechanism for payment if no registration (s. 101(1)) The rates applied to the sale price (s. 102(2)) are set by each municipality (e.g. 1.5% for Halifax and 1.0% for New Glasgow) but may not exceed 1.5% of the "value of the property" (s. 102(1)). ...

Accordingly, a purchase by the general partner was considered to come within the expanded definition of "purchaser," which refers to a person who acquires tangible personal property as agent – so that a purchase by the general partner was subject to full tax notwithstanding that the vendor had a proportionate interest as limited partner in the partnership. ...

The first exception, in s. 212.3(10)(d)(i), is for an acquisition made in the "ordinary course of the business" of the CRIC from a person with which the CRIC deals, at the time of the acquisition, at arm's length – for example, the purchase of a trade receivable by the CRIC in the ordinary course of its factoring business. ...

S. 212.3(10)(g) provides that an investment for purposes of s. 212.3 includes an acquisition by a CRIC of an option or interest in (or, under civil law, a right in), respect of shares or debt of a subject corporation – except that there is an exclusion for the types of (ordinary course) debt excepted from the definition of investment under ss. 212.3(10)(c)(i), (c)(ii), (d)(i) and (d)(ii)). ...

For a discussion of more recent Canadian decisions, see " Cumulative Eligible Capital. ...

However, s. 212.3(10)(f) provides that where a CRIC (directly) acquires shares of another Canadian-resident corporation (the immediate target) – which itself holds, directly or indirectly, shares of one or more foreign affiliates – the indirect acquisition of each such foreign affiliate by the CRIC will be considered a separate investment in a subject corporation if the total fair market value of all the foreign affiliate shares held, directly or indirectly, by the Canadian target corporation (the numerator test) comprises more than 75% of the total fair market value of all the properties owned by the Canadian target (the denominator test). ...