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Sub1 will assume all indebtedness of Partnership, including the Partnership-Parent Note and Partnership’s obligation to pay "Employee Accruals" under various compensation and retirement plans, including under the RSUs and DSUs in consideration for additional Partnership Units. Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...

2017 Ruling 2016-0660321R3- Reorg of REIT to simplify multi-tier structure-- summary under Subsection 246(1) Summary Under Tax Topics- Income Tax Act- Section 246- Subsection 246(1) no taxable benefit where wholly-owned partnership renounces the right to have consideration paid for the redemption of its shares in its limited partner (a mutual fund corporation) A Canadian REIT (the “Fund”) holds the units and notes of a subsidiary unit trust (“Sub-Trust”), whose principal asset is most of the partnership interests, other than exchangeable LP units, in a subsidiary LP (“Partnership”) which holds real estate and a corporate subsidiary (“Opco”). ... Accordingly, the Partnership first transfers its Opco shares to MFC under s. 85(2) in consideration for most of the shares of MFC (so that Opco then can be vertically amalgamated with MFC). ...

The Estate will transfer its remaining ACo Shares (electing under s. 85(1)) to a newly-incorporated corporation formed by it (“Newco”) in consideration mostly for a note (the “Newco Note”) with a principal amount and FMV equal to the lesser of such shares’ current FMV and their FMV on A’s death, minus the redemption amount of the Class A Newco Preferred Shares which are issued by Newco as the balance of the consideration. ...

The estate then disposed of all its shares of Investments to Newco in consideration for Note2. ... Investments then transferred its stock market investments to four testamentary trusts created under X’s will (Trust1, Trust2, Trust3 and Trust4) in consideration for Trust-Note1, Trust-Note2, Trust-Note3 and Trust-Note4. ...

Fund LP transfers its Rollover Shares and Other Investments on a s. 97(2) rollover basis to a new subsidiary LP (New LP) in consideration for the plain-vanilla units. ... The other former partners sell their respective fractions of Non-Rollover Shares to Carry LP for cash consideration equaling the FMV thereof. ...

In order that Parent could get basis for having issued the share consideration, it was stated in a funding agreement to have issued such shares in consideration for the issuance to it by Merger Sub1 of common shares of Merger Sub1 – and CRA ruled that indeed those shares issued to Parent had a cost to it equal to the FMV of the shares issued by it in turn to the Target shareholders plus any related costs incurred by it. ...

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. ...

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. ...

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). ...