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Lack of adequate financing to develop a property for rental or other investment purposes also may be indicative of its acquisition on income account (see under " Financing of property " below.) ... Conversely, where land acquired as an investment is subsequently converted to inventory as evidenced by a clear and unequivocal positive act such as application for approval of a plan for development of a property as a housing subdivision (Roos), a subsequent sale for proceeds in excess of the property's value at the time of such change of intention will give rise to an income account gain (see IT-218R, Schneider / Mohawk). ... ") Perhaps on this basis or on the basis that the transfer of a property to an affiliate in consideration for securities of the affiliate may be characterized merely as a change in the form of ownership by the taxpayer of the transferred property (see Krauss), properties transferred (perhaps on a rollover basis) to an affiliate often may retain their character as such in the hands of the transferee as capital property or inventory (see " Reorganization transactions ", 2000 Ruling, Mara Properties), and with disposition occurring on capital account to the transferor. ...

Whether partner draws must vary with profits In Lindley & Banks on Partnership, 17th edition, 1995, para. 10-70, there was a statement that where, on the true construction of a partnership deed, a junior partner's salary is payable only out of profits, he will be respected as a partner, whereas if the agreement may be construed as providing for a guaranteed salary as well as an indemnity against losses, then "the supposed 'partner' will, it is conceived, be no more than an employee of the firm". ... Clyde & Co LLP. Similar to the English law before these decisions, there are sparse indications in the Canadian jurisprudence that a failure to share in profits is an important, and perhaps even critical, consideration pointing to such person not being a partner. ...

However, in another case, Rip J. found that the methodology of the Minister in treating shares held 365 days or fewer as on income account, and those held more than 365 days on capital account, " was arbitrary and without any reasonable basis", and allowed the taxpayer's appeal (Strassburger). ...

The essence of the provisions with regard to stated capital is that there must be a stated capital account for each class and series of shares … and that the appropriate stated capital account must include the full amount of any consideration which the corporation receives for any shares it issues …. ... The value of that protection however is limited by the fact that the corporation is not obliged to obtain any substantial amount of capital from the sale of its shares, and by the fact that the CBCA allows the corporation to reduce the stated capital account. … The principal provision[s] in the CBCA for reduction of stated capital … carry out the CBCA policy of leaving a corporation's affairs in its own hands; the requirement of confirmation by the court … has no counterpart in the CBCA. ... Although this contemplates that a distribution can be paid otherwise than as a dividend, it also contemplates that the distribution is paid out of surplus rather than stated capital – and the type of surplus (capital or earned) is not specified. ...

As indicated in the Finance Explanatory Notes, similar rules exist in various other provisions of the Act that adjust paid-up capital – for example ss. 85(2.1)(b), 212.1(2), and 128.1(3). ... Years later, CRIC purchases ½ of its shares for cancellation for $2,000. ... The purchase for cancellation of ½ the shares (having a PUC of $1,000) gives rise to a deemed dividend of $1,000 under s. 84(3). ...

Insurances proceeds received by a company on the death of a key employee have been found in the UK to be taxable on the basis that they were received for the loss of an employee who was expected to generate taxable receipts (Keir & Cawder). ... Roberts, BP Canada), including where the amount is calculated by reference to future sales which were lost (Import Motors)- or for the loss of a material line of business (Parsons & Steiner). ... Compensation for damage to or loss of other capital assets In the English case referred to above (London & Thames Haven v. ...

S. 212.3(20) provides that the rules in ss. 212.3(18)(b)(v) to (vii) – which otherwise except certain types of reorganizations involving foreign affiliate distributions from the deemed dividend/PUC reduction rule in s. 212.3(2) – do not apply to the extent of any debt assumed by the CRIC in respect of the distribution. ...

The reduction under draft s. 212.3(9)(a)(ii) to the amount of the s. 212.3(9)((a) adjustment is for previous s. 212.3(9) reinstatements added " before the time that is immediately before the subsequent time " of the PUC distribution (or reduction) in question. ... Where the investment had been made through a share acquisition described in s. 212.3(10)(a) or (f), the amount under s. 212.3(9)(b) is equal to the lesser of the amounts determined in draft s. 212.3(9)(b)(i) – A (B)(I) and (II). ... Accordingly, on the distribution of ½ of the FA shares, there is a ½ restoration of the PUC of the Canco shares. ...

In order for the exception to be available, the CRIC must demonstrate the satisfaction of five conditions – three of them in s. 212.3(16)(c), and a further two in s. 212.3(16)(a) and (b). ... In order for the condition in paragraph 212.3(16)(a) to be satisfied, it is not sufficient that the CRIC's and the subject corporation's businesses be connected or even closely connected – the businesses must be more closely connected to one another than the subject corporation's business is to the business of any other non-resident corporate group member (other than the subject corporation, a subject subsidiary corporation or a CFA). ... " The Explanatory Notes provide the following example: Example 1 – foreign-controlled Canadian manufacturer If commercial aircraft are manufactured by the CRIC and its non-resident parent company, the closer business connection condition in paragraph 212.3(16)(a) would not likely be met if the CRIC were to purchase a non-resident corporation that is a competing commercial aircraft manufacturer. ...

. … The extent to which the operating results of the subject corporation affect the performance evaluation and compensation of an officer would depend on the relative size and complexity of the subject corporation's operations and the level of responsibility the officer has over those operations. ... The Explanatory Notes also provide the following example: Example 2 – foreign-based private equity fund If a foreign-based private equity ("PE") fund acquired a Canadian operating company (the "CRIC"), the PE fund is managed by its foreign-based general partner ("GP"), the CRIC is controlled by the GP, the CRIC is a portfolio company of the PE fund (i.e., the CRIC is the parent of a group of companies all of which carry on a particular type of business and is the entity that would be sold or taken public), and the CRIC either owns foreign affiliates that require funding or expands internationally through the acquisition of foreign affiliates, the exception may be available with respect to investments in foreign affiliates made by the CRIC. ... This may indicate that this test could be satisfied where performance is evaluated on a qualitative basis – and that it may be satisfied where the subject corporation looms larger in a qualitative assessment of the relevant officers of the CRIC (or of a corporation resident in Canada with which it did not deal at arm's length) than in a qualitative assessment of officers of the relevant non-resident corporations. ...