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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 ...

Department's Position The wording of paragraph 60(j.1) refers to "an employer" and in clause 60(j.1)(ii)(a) to "... years... employed by the employer or a person related to the employer... ... Although the Act does not provide for a designation to be filed after a return of income has been filed for a particular taxation year, the Department is prepared to consider a reassessment of only the excess (deemed proceeds over safe income) if all of the following conditions are met: • the client made a reasonable attempt to calculate the safe income amount at the beginning of the series of transactions,-the transaction has been reported,- the residual amount (the excess of the proceeds over the client,s safe income) has been reported as a capital gain in the client's return of income when filed, and- the client requests in writing that the Department reassess only the excess. ...

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. ...

(footnote 1) These subsections were addressed in a comfort letter issued by the Department of Finance dated May 26, 2011, (footnote 2) which states: “93.1(5) Computing FAPI in respect of partnership — For the purpose of applying a relevant `provision in respect of a foreign affiliate [LLC2] of a taxpayer [USP] resident in Canada, if at any time the taxpayer is a partnership of which a particular corporation [Canco] resident in Canada, or a foreign affiliate of the particular corporation, is a member and if, based on the relevant assumptions, the particular corporation [Canco] and the taxpayer [USP] would be related, then (a) a non-resident corporation [USOpco] that is, at that time, a foreign affiliate of the particular corporation [Canco] is deemed to be, at that time, a foreign affiliate of the taxpayer [USP]; and (b) the taxpayer [USP] is deemed to have, at that time, a qualifying interest in respect of that foreign affiliate [USOpco] if the particular corporation [Canco] has, at that time, a qualifying interest in respect of the non-resident corporation [USOpco]. 93.1(6) Relevant provisions and assumptions — For the purposes of subsection (5), (a) the relevant provisions are… (iii) paragraphs 95(2)(a) and (g), and… (b) the relevant assumptions are that (i) the partnership is a non-resident corporation having capital stock of a single class divided into 100 issued shares that each have full voting rights, and ii) each member of the partnership (other than another partnership) owns, at any time, the proportion of the issued shares of that class that (A) the fair market value of the member's interest held, directly or indirectly through one or more partnerships, in the partnership at that time is of (B) the fair market value of all the interests in the partnership held directly by members of the partnership at that time.” ...

At the time of the Proposed Transactions, the only issued and outstanding shares of DC will be as follows: Shareholder # of Share Class of Shares PUC ACB Sibling1 XXXXXX Common XXXXXX XXXXXX Sibling1 XXXXXX Class ‘C’ Preference XXXXXX XXXXXX Sibling2 XXXXXX Common XXXXXX XXXXXX Sibling2 XXXXXX Class ‘C’ Preference XXXXXX XXXXXX 5. ... Any adjustment to the amount of cash consideration transferred that is necessary to ensure that a pro rata portion is transferred shall be made within 45 days of the transfer, (b) its pro rata portion of all of DC's limited partnership units, rounded to the nearest whole unit, and (c) a pro rata undivided co-ownership interest in each of DC's properties, other than such property listed in Paragraphs 14(a) and 14(b), including, but not limited to, the Commercial Properties (including any land, buildings and equipment associated with such Commercial Properties), such that immediately following such property transfer, the aggregate net FMV of each type of property of DC transferred to TC will be equal to or approximate the proportion determined by the formula: A x B / C where: A. is the net FMV (determined as described above) immediately before the transfer, of all property of that type owned at that time by DC; B. is the FMV, immediately before the transfer, of all the shares of the capital stock of DC owned, at that time, by TC; and C. is the FMV, immediately before the transfer, of all the issued and outstanding shares of the capital stock of DC. ...