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Canco2 will redeem all its preferred shares in consideration for delivering its Canco3 Promissory Note and common share of Canco3, giving rise to a s. 84(3) deemed dividend. ... XXXco1 will transfer a portion of its Class A Common Shares of Canco1, corresponding to the FMV of Canco1’s investment in Canco3, to USco3 in consideration for additional ordinary shares of USco3. ... USco3 will transfer the Class B Common Shares of Canco1 so received by it to Canco4 in consideration for additional common shares of Canco4, which will have a PUC equal to that of the transferred shares. ...

Each holder of a DC stock option will dispose of pro rata portions (based on the relative FMV of the Newco shares) of its option to Spinco and DC in consideration for the grant of replacement options. Such issuance by Spinco will be in anticipation of the transfer of all of the common shares of Newco to Spinco in 10 and will form part of the non-share consideration therefor. ... DC will acquire all of the shares (and options to acquire shares) of a Canadian subsidiary (“DC Sub 1”) held by minority shareholders in consideration for DC New SV Shares and/or cash. ...

Each holder of DC Equity Incentive Securities will dispose of such holder’s Butterfly Proportion thereof (being the ratio of the net FMV of the Distribution Property to be transferred by DC to SpinCo as per 5 below determined immediately before such transfer, to the net FMV of all property owned by DC immediately before such transfer) to SpinCo in consideration for corresponding SpinCo Equity Incentive Securities, and will dispose of the remaining portion thereof to DC in consideration for corresponding DC New Equity Incentive Securities. ... Each Participant will transfer to SpinCo each of their DC Preference Shares in consideration for one SpinCo Common Share. DC will transfer the Distribution Property (including its indirect interest in Project 1) to SpinCo in consideration for the assumption of liabilities of DC related to the Distribution Property and the issuance of non-cumulative redeemable retractable Spinco Preference Shares, with an s. 85(1) election made. ...

The three Holdcos will each transfer all their shares of DC to three respective transferee corporations (TC1, TC2, and TC3) on a s. 85(1) rollover basis in consideration for common shares of the respective TCs. ... TC1 and TC2 will each redeem the preferred shares that they issued to DC in consideration for non-interest-bearing demand promissory notes. ... DC will repurchase and redeem all of the common and preferred shares held in its capital by each of TC1 and TC2 in consideration for the issuance of non-interest-bearing demand promissory notes. ...

26 July 2007 Ruling 26 July 2007 Ruling 63048-- summary under Financial Service Summary Under Tax Topics- Excise Tax Act- Section 123- Subsection 123(1)- Financial Service "fees" of vendor for servicing of sold mortgages part of consideration for single exempt supply Seller and Investor The Seller (a registrant which is resident in Canada) sells mortgages (the "Mortgage Loans"), which have already been fully advanced, to the Investor, which is a non-resident of Canada, has no permanent establishment in Canada and is not registered. ... Ruling The fees described in XX of the Agreement, payable by the Investor to the Seller, are consideration for a supply of a financial service. ...

In ruling that no ITC was available, CRA stated: [S]ubsection 141.01(2) provides that a person is deemed to have acquired property or a service for consumption or use in commercial activities only to the extent that the property or service is acquired for the purpose of making taxable supplies for consideration (e.g., fees or charges) in the course of an endeavour (e.g., a business) of the person. … The settlement amount paid to you was compensatory. As the Law Firm's services were acquired by you for consumption or use otherwise than in making taxable supplies for consideration, the conditions of subsection 169(1) are not met. ...

In a given year, A transfers a portion of his shares of Aco, having a FMV of $100,000, to Aco in consideration for preferred shares of Aco having a redemption amount of $100,000 and a nominal PUC. ... In the same year, A transfers his $100,000 preferred shares of Aco to a Newco formed by him (Bco) in consideration for a demand promissory note of $100,000. ...

Before any advance is made under the Term Sheet, ACo, BCo and CCo enter into an Assignment Agreement pursuant to which CCo is designated as the lender under Term Sheet and for consideration of $XX paid by CCo to ACo, ACo assigns to CCo all of its right, title and interest in the Term Sheet. ... The Commitment Fee is consideration that was paid for this exempt supply. ...

BCo will transfer its business on a rollover basis to a newly formed subsidiary limited partnership (New LP) in consideration for the assumption of liabilities and the issuance of Class A units; and ACo will fund New LP from time to time in consideration for the issuance of Class B units (which are not described in the letter to have much difference from the Class A units – including equal per-unit allocations of income or loss- except as described below) at a subscription price equal to a valuation of the NAV per Class A unit and Class B unit. ...

" The Estate of A will transfer its Class A common shares of Investmentco to Newco in consideration for a demand non-interest bearing note ("Newco Note") and in consideration for Class B non-voting retractable preferred shares of Newco and with a s. 85(1) election made. ...