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As consideration for this transfer, the corporation would issue to the taxpayer preferred shares redeemable and retractable for an amount equal to the fair market value of the rental property at the time of transfer. ... You requested our comments as to whether the preferred shares issued to the taxpayer as consideration for the transfer of the rental property would have a fair market value equal to the fair market value of the rental property, so that paragraph 85(1)(e.2) of the Act would not apply on the transfer of the property to the corporation. ... Provided that in circumstances such as those described, the redemption and retraction amount of the preferred shares issued as consideration for the transferred property is equal to the fair market value of the property immediately before the transfer, the Department will usually be satisfied that no benefit, as described in paragraph 85(1)(e.2) of the Act, has been conferred by virtue of the transfer, notwithstanding the fact that the dividend return on such shares might be low in view of the prevailing market conditions. ...

Also, the proposed transactions described in your request involve your company, which is incorporated under the laws of Ontario, issuing shares for consideration consisting of a promissory note.  As discussed, subsection 23(3) of the Business Corporations Act (Ontario) (the "OBCA") provides that a share of a company which is governed by the OBCA can not be issued until the consideration for the share is fully paid and, pursuant to subsection 23(6) of the OBCA, a promissory note or other indebtedness is not acceptable consideration for the issue of a share.  ...

DC-Sub-1 and DC-Sub-2 will each receive only cash consideration for the share dispositions contemplated by this Paragraph. ... If such investments are made, each of DC-Sub-1 and DC-Sub-2 will ensure they acquire and hold exactly the same type of property, in proportion to the cash consideration received by each such corporation on the share dispositions, until the implementation of all of the Proposed Transactions is complete. ... Such capital dividend shall be declared and paid at the same time as the capital dividend is declared and paid by DC-Sub-2, as described in Paragraph 19, and for greater certainty, will be in proportion to the cash consideration received by each such corporation on the share dispositions as described in Paragraph 17. 19. ...

A policyholder will receive in consideration for his/her Membership Rights common shares in XXXXXXXXXX that can be traded XXXXXXXXXX. ... All Canadian Members will receive a fixed amount of consideration for the surrender of their Membership Rights of approximately XXXXXXXXXX. 10. In addition, Canadian Members holding participating policies will receive additional amounts linked to the size of their participating interest (XXXXXXXXXX), subject to a minimum amount as consideration XXXXXXXXXX. 11. ...

XXXXXXXXXX DC XXXXXXXXXX transferring its shares of XXXXXXXXXX to XXXXXXXXXX in exchange for cash consideration of $XXXXXXXXXX and XXXXXXXXXX common shares of XXXXXXXXXX. ... On XXXXXXXXXX, DC reduced the stated capital of its common shares by $XXXXXXXXXX and paid cash of $XXXXXXXXXX to Family Trust as consideration for this stated capital reduction. ... As sole consideration, TC1 will issue XXXXXXXXXX Class A preferred shares having a fair market value equal to the fair market value at that time of the XXXXXXXXXX Class A special shares of DC. ...

Ltd will issue new common shares for cash consideration equal to their FMV. ... XXXXXXXXXX will purchase Ltd Class B shares from XXXXXXXXXX equally for consideration equal to their FMV. XXXXXXXXXX will give demand promissory notes as consideration for the shares. ...

As sole consideration therefor, Father will receive from Holdco 1, common shares with a par value of $XXXXXXXXXX per share. ... The share conditions of the special preferred shares will contain a price adjustment clause to ensure that their value is equal to the value of the assets received as consideration for their issue. ... Holdco 3 will reduce the aggregate paid-up capital of the XXXXXXXXXX% preferred shares of Holdco 3 issued to Father by an aggregate amount of $XXXXXXXXXX or $XXXXXXXXXX per share without the payment of any consideration whatsoever pursuant to the Companies Act. ...

Also on XXXXXXXXXX, CanSub3 transferred the Yco Shares to Target in consideration for the Yco Note. ... Buyer XXXXXXXXXX loaned $XXXXXXXXXX to BidAmalco in consideration of the BidAmalco Acquisition Note. ... BidAmalco loaned cash to Target in consideration of the BidAmalco Downstream Note. 74. ...

The amount that will be added to the stated capital account of the Class XXXXXXXXXX Preference Shares of a Holdco upon the issue of Class XXXXXXXXXX Preference Shares by such Holdco to XXXXXXXXXX in consideration for assets for which no election will be made pursuant to subsection 85(1), will be equal to the full amount of the consideration received for such Class XXXXXXXXXX Preference shares less the amounts of liabilities of XXXXXXXXXX assumed by such Holdco as consideration for such assets. ... The consideration to be paid by XXXXXXXXXX Holdco for such acquisition will be cash and debt (not convertible into any other property) equal to the negotiated price. ... Our rulings are based on the Act in its present form and do not take into consideration any proposed amendments to the Act. ...

On the incorporation of XXXXXXXXXX, 1 common share will be issued to XXXXXXXXXX for aggregate consideration of $XXXXXXXXXX. 18. ... On the incorporation of XXXXXXXXXX, 1 common share will be issued to XXXXXXXXXX for aggregate consideration of $XXXXXXXXXX. 19. ... On the incorporation of XXXXXXXXXX, 1 common share will be issued to XXXXXXXXXX for aggregate consideration of $XXXXXXXXXX. 21. ...