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Daughter will transfer all of her Amalco shares to Newco in consideration for redeemable retractable non-voting non-cumulative Newco Class A Special Shares, with a joint s. 85(1) election being made. ...

2023 Ruling 2022-0941241R3- Internal reorganization: subs and partnerships-- summary under Subsection 88(1) Summary Under Tax Topics- Income Tax Act- Section 88- Subsection 88(1) sequential wind-ups of child, then grandchild, respected notwithstanding that their dissolutions held in abeyance until resolution of litigation with CRA Background and preliminary transactions After preliminary transactions (including the sale by Partnerships C and D of Canadian resource properties (CRP) to ParentCo for cash consideration so as to reduce the balances in their successor CCEE (deductible in accordance with s. 66.7(3)) and CCOGPE (deductible in accordance with s. 66.7(5)) to minimize the risk that s. 66.7(16) would apply as a consequence of CRP transfers to ParentCo on the winding-up of those Partnerships): ParentCo and its historic subsidiary SubCo will be the only partners of the general partnership, Partnership C; The partners of another general partnership, Partnership D will be Partnership C, ParentCo and SubCo's newly-incorporated subsidiary, NewCo2. ...

DC will transfer all its assets relating to Spin Business (being the shares of Sub 1) to TC in consideration for the assumption of certain liabilities of DC and the issuance of TC preferred shares. ...

DC transferred a proportionate share of each type of its property to "Newco," a newly-incorporated subsidiary (with such transferred assets relating to the Canadian Transferred Services Business and including the shares of some of its subsidiaries and portions of the vendor take-back notes ("Notes 1 and 2") received on a previous sale of subsidiaries in consideration for additional Newco common shares and the assumption of liabilities related to the Canadian Transferred Services Business. ...