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This is consistent with the broader proposition that the determination as to whether a transaction produces a gain so as to potentially be viewed as an adventure in the nature of trade should have regard to whether the transaction resulted in a gain from a commercial perspective, rather than having regard to whether a gain was deemed to arise under the provisions of the Act (" Adventure " determined on commercial principles?). ...

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. ...

The French version uses the word "activité" in both provisions – a word which is similar to “activity” but which, depending on the context, can be translated as “operation,” “practice,” or “business” (which are also senses in which the word “activity” can be used.) ... However, in the situation where the only mooted activities of the trust are the giving of guarantees for obligations incurred by entities in which it is invested, it is difficult to conceive of how that would give rise to a separate enterprise or other undertaking – so that in default of any other reasonable alternative, the giving of the guarantees would form part of the investing undertaking. ...

Overview S. 212.3(10)(e) provides that an investment in a subject corporation for purposes of the s. 212.3 rules includes an extension of either the maturity date of a debt obligation owing by the subject corporation to the CRIC (other than a debt obligation that is a pertinent loan or indebtedness immediately after the extension – see s. 212.3(11)) or of the redemption, acquisition or cancellation date of shares of the subject corporation held by the CRIC (paraphrased in the Explanatory Notes of the Department of Finance as the extension of "the date on which shares of the subject corporation held by the CRIC are to be redeemed, acquired or cancelled by the subject corporation. ... By virtue of s. 212.3(19), the exception for such reorganizations typically would not apply to a conversion into another class of preferred shares, so that utilizing s. 51 conversions or 86 reorganizations to replace preferred shares with a maturity date by those without one generally would trigger a deemed investment under s. 212.3(1)(e) – provided that such transaction were properly regarded as giving rise to an acquisition by the CRIC of a "new" class of shares. ...

Given this overlap, there also is an overlap between the field of operation of s. 212.3(22)(a) and that of: s. 212.3(18)(a)(ii), which could apply to deem Amalco not to have directly acquired shares of a foreign affiliate held by a predecessor corporation – similarly to the operation of s. 212.3(22)(a)(ii); s. 212.3(18)(c)(ii), which could apply to deem Amalco not to have indirectly acquired shares of a foreign affiliate through a direct acquisition of shares of a "Canco" holding the foreign affiliate – also similarly to the operation of s. 212.3(22)(a)(ii). draft s. 212.3(18)(c)(ii), which could apply to deem a Canadian-resident shareholder of Amalco not to have acquired shares of Amalco, thereby resulting in an indirect investment by that shareholder in a foreign affiliate of Amalco – similarly to the operation of draft s. 212.3(22)(a)(iii). ...