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At the same time as the subscription in 1, Trust 2 will transfer its Class A shares of Holdco to Newco 2 in consideration for Class D.2 non-voting common shares of Newco 2 on a s. 85(1) rollover basis. Concurrently with 1 and 2, Trust 1 will transfer the Class H shares of Holdco to Newco 2 in consideration for Class H.2 non-voting preferred shares of Newco 2 whose PUC will equal the ACB of the transferred shares. ...

4 January 2022 External T.I. 2015-0607531E5 F- Action admissible de petite entreprise-- summary under Subparagraph 110.6(14)(f)(i) Summary Under Tax Topics- Income Tax Act- 101-110- Section 110.6- Subsection 110.6(14)- Paragraph 110.6(14)(f)- Subparagraph 110.6(14)(f)(i) s. 110.6(14)(f)(i) can apply to an amalgamation S. 110.6(14)(f)(i) provides that, for purposes of the requirement in s. 110.6(1)(b) that mooted qualified small business corporation shares ("QSBCSs") must not have not been owned during the 24 months preceding their disposition (the “determination time”) by anyone other than the disposing individual or a related person or partnership, such shares will be considered to have been so owned prior to their issuance by a “bad” owner unless they were issued as consideration for other shares (the “original shares”). ... X) exchanges his majority shareholding of Opco for shares of a new personal holding company Holdco) and then, around a year later, receives replacement shares of Amalco on an amalgamation of Holdco with Opco followed by a sale by him (and the minority shareholder) of their Amalco shares to a third party, CRA accepted that s. 110.6(14)(f)(i) applied on the amalgamation, i.e., that the Amalco shares could be regarded under the scheme of the Act as being “issued” in consideration for the shares of the relevant predecessor (Holdco). ...

2021 Ruling 2020-0847671R3 F- Transfert d'un immeuble-- summary under Subsection 15(1) Summary Under Tax Topics- Income Tax Act- Section 15- Subsection 15(1) no s. 15(1) benefit on property transfer to shareholders for its nominal appraised FMV if indeed such FMV was suppressed by the low-rent long-term leases to the shareholders Background A not-for profit corporation described in s. 149(1)(l) (the “Corporation”) governed by the CBCA acquired a building from a partnership (“SENC”), without assuming a mortgage on the building, in consideration for granting leases to the various apartments in the building and issuing common shares, allocated in proportion to the floor areas of their leased apartments. ... Rulings Including that the transfer to the Owner Shareholders would not result in a capital gain to the extent that the FMV of the property and the proceeds of disposition were equal to or less than the property’s ACB and that such transfer would l not give rise to any taxable benefit in the hands of the Owner Shareholders pursuant to ss. 15(1) and 246(1) to the extent that the FMV of the share of the real property so transferred to each of the Owner Shareholders was equal to or less than the FMV of the consideration therefor paid by such shareholder. ...

In the year immediately preceding that sale on January 1 of all the shares of Aco, Aco paid a dividend in kind of the policy to Trust X, so that the policy was deemed to be disposed of for the greatest of its ACB, CSV and the (nil) consideration received, or $150. ... Instead, s. 148(7) would deem the proceeds of disposition of the policy to the trust to be the FMV of the consideration received by the trust for the disposition, namely, the $250 note repayment. ...

XX months later, Forco will transfer the New Forco Note to a Canadian subsidiary of Parent (Canco1) in consideration for redeemable retractable non-voting preferred shares of Canco1. ... XX months later, the Partnership will transfer the New GP Note to a Canadian subsidiary of Parent (Canco2) in consideration for redeemable retractable non-voting preferred shares of Canco2. ...

The on-going fees are additional consideration for arranging the sale of the shares and "the Dealer does not at any time after the initial sale of the...Shares perform any other service for the Client or the Client's account." Ruling that the Dealer's Fee received by the Dealer either as a lump-sum payment or as periodic payments for facilitating the initial sale of the […] Shares to the Client, is consideration for an exempt supply of arranging for a financial service under paragraph (l) of the definition of financial service in subsection 123(1). ...

In 2010, Parent sold his shares of Parentco to his child for FMV cash consideration (thereby realizing gain at which time the marketable securities were the only assets of Parentco.) The child shortly thereafter transferred the shares of Parentco to a newly incorporated corporation ("Childco") in consideration for a demand promissory note, and wound-up Parentco. ...

2001 Ruling 2001-0110363- XXXXXXXXXX-- summary under Paragraph 88(4)(b) Summary Under Tax Topics- Income Tax Act- Section 88- Subsection 88(4)- Paragraph 88(4)(b) Amalgamated Target is successor of different predecessors for 88(1)(c.4)(iii) and s. 88(1)(c) midamble purposes Completed bid Pubco and its wholly-owned subsidiary Acquisitionco acquired all the shares of Target in consideration for Pubco shares (with Pubco issuing Pubco shares for delivery by Acquisitionco as consideration to those shareholders of Target transferring their shares to Acquisitionco). ...

A and B), who each hold a 50% block of the common shares of a small business corporation (Dividend Payor) having a fair market value of $1.5M and nominal adjusted cost base and paid-up capital, and safe income on hand of perhaps $1M, transfer their respective shareholdings to wholly-owned Newcos (Holdco A and Holdco B), utilizing the s. 85(1) rollover, in consideration for common shares of Holdco A and Holdco B with the same attributes (FMV- $1.5M; nominal ACB and PUC). Each of the two Holdcos then transfers its common shares of Dividend Payor under s. 85(1) to Dividend Payor in consideration for the issuance by Dividend Payor of preferred shares, also with such attributes (FMV- $1.5M; nominal ACB and PUC). ...

Proposed transactions: LossCo will amend its prior years' returns to claim unclaimed capital cost allowance, thereby increasing its non-capital losses the terms of the LossCo Indebtedness will be amended to make them convertible into two new interest bearing debt obligations: the LossCo Note A Indebtedness, bearing interest at LIBOR and ranking pari passu with the general creditors; and the LossCo Note B Indebtedness bearing interest at LIBOR plus X% and ranking junior to the general creditors ProfitCo will then exercise this conversion right ProfitCo will transfer the LossCo Note B Indebtedness to newly-incorporated Canadian subsidiary in exchange for one share of Newco ProfitCo will sell Newco to LossCo for $X, subject to a price adjustment clause "whereby LossCo will issue a demand promissory note to ProfitCo in an amount equal to the amount of any price adjustment" Newco will be wound up into LossCo to make an election under s. 80.01(4) in respect of the settlement of the LossCo Note B Indebtedness; as a result of such settlement, LossCo will become solvent ProfitCo will transfer assets including depreciable property to LossCo in consideration for redeemable retractable preferred shares, electing under s. 85(1), with the transferred assets being leased back one day later, the preferred shares will be redeemed in consideration for the transfer of the assets back to ProfitCo on a non-rollover basis Rulings: the addition of the conversion feature will not result in a disposition of the LossCo Indebtedness provided that there was no novation or rescission of the debt s. 51.1 will apply to the conversion, and no forgiven amount will arise the loss denied under s. 40(2)(e.1) on the transfer of the LossCo Note B Indebtedness to Newco will be added to the adjusted cost base of that debt to Newco under s. 53(1)(f.1) no forgiven amount will arise on the settlement of the LossCo Note B Indebtedness on the taxable transfer-back of the assets, LossCo will utilize its non-capital losses to offset recapture income; and Profitco will acquire such assets at a cost amount and undepreciated capital cost equal to their fair market value [no mention of 1/2 step up limitation in s. 13(7)(e)] ...