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An interest-bearing loan is owing by Bco to Cco (the "Cco-Bco Loan") Proposed transactions Bco will transfer to Newco all its common shares of Cco on a s. 85(1) rollover basis in consideration for Newco issuing common shares and a demand non-interest bearing promissory note (the "Bco-Newco Note"), which is convertible after a specified period at the holder’s option into Newco common shares with an FMV equaling that of the note. ...

., under s. 104(24)) that it was payable for the purposes of s. 104(6), and that “[i]f the amount cannot be paid in accordance with the terms of the trust and the relevant trust law, the amount cannot be considered to have become payable for the purposes of subsections 104(6) and (13),” CRA indicated: Provided the cash received as consideration from the redemption or winding-up was paid to the capital beneficiary in accordance with the terms of trust and the applicable trust law, the deemed dividend became payable to the beneficiaries for the purposes of subsections 104(6) and 104(13) …. ...

In 2019, Opco (which did not carry on a services business) redeemed its shares held by Investco in consideration for an interest-bearing term note. ...

FA1 acquires those New FA3 common shares in consideration for a $100 promissory note, and then distributes those shares to Canco as an in-kind return of capital that is excluded from the application of s. 212.3(2) by s. 212.3(18)(b)(vii). ...

Post-Arrangement Transactions Parent Amalco engaged in various transactions to increase the PUC of its shares of a Canadian subsidiary (“Corporation”) to their adjusted cost base or ACB including transferring a Canadian royalty interest (providing a net smelter return) and shares of four subsidiaries (having, depending on the subsidiary, an FMV higher or lower than their PUC, before giving effect to full s. 111(4)(e) step-ups of the appreciated shares) in consideration for preferred shares with a PUC equal to the s. 85(1) elected amount. ...

Situation (b) The same considerations as for Situation (a) would be relevant. ...

The same considerations would be relevant for the variant Situation. The initial factors here might be the timing of the transaction (when was HC introduced into the structure), the non-tax reasons for the structure, and any other judicial doctrines, provisions or treaties which might be relevant. ...

A and B, who were the sole shareholders of Opco, each holding 50% of the common shares, each sold 1/3 of their shares to C, for FMV consideration. ...

Respecting the possibility of recharacterizing the distribution as a fee, the Directorate stated: …[W]e would be prepared to allow a deduction in computing the income of a partnership for fees paid to a partner if the fees are paid in consideration for services provided to the partnership by the partner acting other than in its capacity as a partner (i.e., the services are not related to the ownership of the partnership interest). ...

Canco will sell all of its shares of CFA to Forco 1 for cash consideration equal to their fair market value and elect under s. 93(1) to the extent of any capital gain. ...