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2019 Ruling 2018-0789911R3 F- Post-mortem Pipeline Unedited CRA Tags 20(1)(c), 84(2), 84.1, 245(2) Principales Questions: 1) Whether subsection 84(2) applies to the proposed transactions. 2) Whether section 84.1 will apply to deem the Estate to have received a dividend upon the disposition of shares to the new company. 3) Whether subsection 84.1 will apply to reduce the PUC on the shares of the new company received as consideration for the disposition of the shares. 4) Whether interests on various loans will be deductible pursuant to paragraph 20(1)(c). 5) Whether subsection 245(2) applies to the proposed transactions. ...

At no time during the implementation of the Proposed Transactions described in this letter will the Preferred Shares be: a. the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”; b. the subject of a dividend rental arrangement, as defined in subsection 248(1); c. the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or d. issued for consideration that is or includes: i. an obligation of the type described in subparagraph 112(2.4)(b)(i); or ii. any right of the type described in subparagraph 112(2.4)(b)(ii). 38. ...

2020 Ruling 2019-0824211R3 F- Post-mortem Hybrid Pipeline Unedited CRA Tags 84(2), 84.1, 245(2) Principal Issues: 1) Whether section 84.1 applies to deem the Estate to have received a dividend on the disposition of shares to the new corporation or to reduce the PUC of the shares of the new corporation received as consideration for the disposition of the shares. 2) Whether subsection 84(2) applies to the proposed transactions. 3) Whether subsection 245(2) applies to the proposed transactions. ...

This is apparently the case as, taking into consideration the various business corporations acts, this structure affords creditors with the most security with respect to the distress preferred shares received in substitution for their debt. ...

P A R T II Transfers for Inadequate Consideration (85(1)(e.2); 86(2); 87(4) and 51(2)) The corporate reorganization sections in the Income Tax Act contain provisions which impose "penalties" for transfers to or share exchanges with corporations where the value of the property given up exceeds the value of the property received, and "it is reasonable to regard any part of such excess as a benefit that the taxpayer desired to have conferred on a person related to the taxpayer. ...

There is no mention of subsection 220(2.1) or consideration of waiving the need to file a written election. ...

Nous avons également pris en considération les informations que vous nous avez fait parvenir par courriers électroniques en réponse aux demandes de renseignements additionnels que nous vous avons envoyés les XXXXXXXXXX. ...

2023 Ruling 2022-0955451R3 F- Post mortem pipeline Unedited CRA Tags 84(2), 84.1, 112(3.2), 112(7), 164(6), 245(2), 248(1)- Graduated rate estate Principal Issues: (1) Whether section 84.1 applies to deem the estate to have received a dividend on the disposition of shares in a corporation to the new corporation or to reduce the PUC of the shares of the new corporation received as a consideration for the disposition of shares in the corporation; (2) Whether subsection 84(2) applies to the proposed transactions; (3) Whether subsection 245(2) applies to the proposed transactions. ...

At no time during the implementation of the Proposed Transactions will the Numberco Preferred Shares be: a. the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”; b. the subject of a dividend rental arrangement as defined in subsection 248(1); c. the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or d. issued for consideration that is or includes: i. an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (if the Act were read without reference to paragraph 251(5)(b)); or ii. any right of the type described in subparagraph 112(2.4)(b)(ii). 50. ...

After the “21 year” deemed disposition, the Trust will enter into a pipeline type transaction by way of selling some of the Subject shares to another existing Canadian-controlled private corporation (Gestion 2) as consideration for notes receivable (Notes 1 to 3). ...