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Siblings 1 and 2 will each transfer his DC common shares on a s. 85(1) rollover basis to TC1 and TC2, respectively (each incorporated by the respective Sibling for one common share) solely in consideration for TC1 or TC2 common shares. DC will contemporaneously transfer, on a s. 85(1) rollover basis, 1/3 of each of its types of property (investment, and cash, property) in consideration solely for non-voting redeemable retractable special shares to each of TC1 and TC2. ...

A proposed post-mortem pipeline entailed the estate redeeming some of its shares so as to use Holdco’s GRIP and to generate a s. 164(6) loss carryback, then transferring its shares to a Newco created by it in consideration for notes whose principal would be subject to the s. 84.1(2)(a.1) limitation having regard to the previous s. 110.6(2.1) claims, and shares as to the balance of the consideration received on a s. 85(1) rollover basis. ...

The consideration paid by the shareholders would be a proportionate fraction of the property’s nominal appraised value. CRA ruled inter alia that there would be no s. 15(1) benefit to the extent that the FMV of the share of the real property so transferred to each shareholder was equal to or less than the FMV of the consideration paid therefor, but did not rule on whether the corporation qualified as an NPO. ...

Investco will redeem the Class C shares in consideration for a note, and designate a portion of the resulting deemed dividend to be an eligible dividend. ... Following the incorporation by the executors of Newco, the estate will transfer its Class A and B shares to Newco under s. 85(1) in consideration for a non-interest-bearing note and for Class A shares of Newco. ...

Proposed transactions The trust will transfer its preferred shares on a s. 85(1) rollover basis to a “Newco” (incorporated by Beneficiaries 1 and 2) in consideration for a non-interest-bearing demand note, and non-voting non-cumulative redeemable retractable preferred shares of Newco. Beneficiaries 1 and 2 will transfer their common shares of Opco to Newco on a s. 85(1) rollover basis in consideration for non-voting non-cumulative redeemable retractable preferred shares of Newco. ...

CRA stated: Where an agent remunerates a principal's employee, the amount of money the principal pays the agent as a reimbursement for the employee's wages is not consideration for a supply and therefore is not subject to tax. Therefore, since Company A acts as an agent of Company B and Company C in remunerating the Employees, the amount of money Company B and Company C pay Company A as the reimbursement for the Employees' wages is not consideration for a supply and would not be subject to tax. ...

CRA stated: Where an agent remunerates a principal's employee, the amount of money the principal pays the agent as a reimbursement for the employee's wages is not consideration for a supply and therefore is not subject to tax. Therefore, since Company A acts as an agent of Company B and Company C in remunerating the Employees, the amount of money Company B and Company C pay Company A as the reimbursement for the Employees' wages is not consideration for a supply and would not be subject to tax. ...

2024 Ruling 2023-0998291R3 F- Multi-wings split-up net asset butterfly 55(3)(b)-- summary under Paragraph 85(1)(b) Summary Under Tax Topics- Income Tax Act- Section 85- Subsection 85(1)- Paragraph 85(1)(b) excess debt allocated on s. 85(1) transfer of land and building to the land so as to produce capital gains rather than recapture In order to accomplish a multi-wing split-up net asset butterfly of a private corporation (DC) owned by a divorced couple, they will transfer their common shares of DC to two new transferee corporations (TC1 and TC2), then DC will distribute each of the two rental properties, along with cash assets, to the respective TC in consideration for the assumption of liabilities (including shareholder advances and mortgage debt) and the issuance of TC preferred shares. ... The sole consideration for the cash transfers will be debt assumptions, the buildings will be transferred on a full s. 85(1) rollover basis (i.e., debt assumed only up to their cost amounts, so that there is no recapture) and the balance of the assumed debt will be allocated to the transferred land so that the agreed amount therefor will produce (consistently with s. 85(1)(e.3)) the recognition of capital gains by DC (and resulting Part IV tax under s. 186(1)(b) to the TCs on the DC winding-up.) ...

Acquisition of Mergeco by Shareholder 1 and 2 group Under the second plan of arrangement: Bidco will transfer the convertible senior notes to Mergeco for cancellation The shareholder rights plan for Megeco will be cancelled The outstanding Mergeco options will be cash-surrendered to Mergeco Mergeco shares of dissenters will be transferred to Bidco for their fair value At the same time, all other Mergeco shares will be transferred to Bidco for cash consideration – except that Mergeco shares held by affiliates of Shareholder 2 will be transferred to Buyco 1 (a joint newly-formed 50/50 subsidiary of Shareholder 1 and 2) in consideration for shares of Buyco 1 All the shares of Bidco held by the Shareholder 1 and 2 groups will be transferred to Buyco 1 in consideration for shares of Buyco 1, so that Buyco 1 is owned equally by the two groups The Mergeco shares held by Buyco 1 will be transferred to Buyco 2 (an affiliate of Shareholder 1) for shares of Buyco 2 Mergeco will elect to cease to be a public corporation (and also elect under s. 256(9) in its tax return) Buyco 2 will transfer the shares of Mergeco to Bidco for shares of Bidco. ...

DC will transfer a proportionate share of its two types of property (cash and near cash; and investment property, namely, the Buildings and related assets) on a net asset butterfly basis under s. 85(1) to a newly-incorporated subsidiary of Holdco B (Holdco B Sub) in consideration for the assumption of liabilities and for Holdco B Sub Special Shares (which will carry more than 10% and less than 50% of the votes for all Holdco B Sub shares), with Holdco B Sub thereby being connected with DC; the shareholder loans will be considered current liabilities for this purpose; DC will purchase for cancellation all of the DC common shares held by Holdco B in consideration for issuing a Note, which will be accepted as absolute payment; no s. 256(9) election will be made respecting the resulting acquisition of control of DC by Holdco A. Holdco B Sub will redeem all of the Holdco B Sub Special Shares held by DC in consideration for issuing a Note, which will be accepted as absolute payment. ...