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2012 Ruling 2012-0435291R3- Public Corporation PUC Reduction-- summary under Subsection 84(2) Summary Under Tax Topics- Income Tax Act- Section 84- Subsection 84(2) sale of Spinco in reverse takeover of capital pool company followed by PUC distribution of share consideration A CBCA Canadian public company (the "Corporation") transferred Canadian property, which represented substantially all of the assets used by it in an active business, to a CBCA Newco on an s. 85(1) rollover basis in consideration for common shares. It then sold Newco to PurchaseCo (a Canadian public company which was a "capital pool company") in consideration for PurchaseCo common shares and special warrants (apparently in order to qualify the issuance of the related common shares of PurchaseCo for securities law purposes). ...

9 January 2004 External T.I. 2003-003742-- summary under Section 96 Summary Under Tax Topics- Income Tax Act- Section 96 validity of holding partnership questioned A farming partnership between a husband and wife transfers its business to a newly-incorporated corporation ("Opco") whose common shares are held by the husband and wife and which issued promissory notes and preferred shares in consideration for the acquired business. Later, the husband and wife transfer their partnership interests in the partnership to a Newco for consideration that includes a note with a principal amount that is in excess of the adjusted cost base of the transferred partnership interest by $500,000 each, and receives redeemable retractable preferred shares for the balance of the consideration. ...

In finding that the supplies of T-shirts by the charity were not exempt, with HST or GST applying on the consideration of $X for each supply of a T-shirt, CRA stated:...where the charity provides the person making the contribution with property or a service of more than nominal value that served as an inducement to make the contribution, then for ETA purposes, the amount of the contribution is not regarded as a gift but as consideration for the supply of the property or service given in return by the charity. As well, the supply of the property or service made by the charity to the contributor is not a gift made for no consideration. ...

In particular, there will be an exchange of a pro rata portion (based on the relative FMV of the Newco shares) of each DC stock option to Spinco and DC in consideration for the grant of replacement options. Such issuance by Spinco will be treated as non-share consideration for the butterfly transfer of Newco shares to Spinco (otherwise occurring in consideration only, or mostly, for the issuance of Spinco special shares). ...

9 January 2004 External T.I. 2003-0037425- Application of Section 84.1-- summary under Subsection 84.1(1) Summary Under Tax Topics- Income Tax Act- Section 84.1- Subsection 84.1(1) A farming partnership between a husband and wife transfers its business to a newly-incorporated corporation ("Opco") whose common shares are held by the husband and wife and which issued promissory notes and preferred shares in consideration for the acquired business. Later, the husband and wife transfer their partnership interests in the partnership to a Newco for consideration that includes a note with a principal amount that is in excess of the adjusted cost base of the transferred partnership interest by $500,000 each, and receives redeemable retractable preferred shares for the balance of the consideration. ...

27 September 2000 External T.I. 2000-0039335- Change in CCRA's position re 85(1)(b)-- summary under Paragraph 85(1)(b) Summary Under Tax Topics- Income Tax Act- Section 85- Subsection 85(1)- Paragraph 85(1)(b) total debt assumed is treated as boot (irrespective of note issuance of transferor) but such assumed debt can be allocated between properties The Agency has now reversed its position on the assumption of excess debt in an s. 85(1) rollover transaction (for example, the purchaser assuming the excess debt in consideration for a note of the vendor) and now treats the total debt assumed as being consideration for the properties initially transferred. The Agency also confirmed its view "that paragraph 85(1)(b) does not apply to increase proceeds if the fair market value of the non-share consideration given (including the assumption of debt by the purchaser) is allocated among several properties transferred to and retained by the purchaser and the amount allocated to each asset is not greater than the amount elected in respect of each asset". ...

., the distribution restriction in s. 74.4(4) was not complied with), the preferred shares received on the refreeze will be excluded consideration that do not reduce the “outstanding amount” (as determined under s. 74.4(3)) on which the deemed interest benefit is computed under s. 74.4(2). If the refrozen preferred shares are redeemed for cash consideration, that consideration will reduce the outstanding amount, but only to the extent of the fair market value of those shares. ...

17 February 2021 External T.I. 2018-0768051E5 F- Contrat de crédit-bail-- summary under Subsection 49(3) Summary Under Tax Topics- Income Tax Act- Section 49- Subsection 49(3) a portion of the lease payments under a lease with a bargain purchase option recharacterized as consideration for the option Regarding a lease to “Aco” of a truck tractor (the “Vehicle”) with a term of 48 months and a bargain purchase option at maturity, CRA indicated that the bargain purchase option would not cause it to recharacterize the lease as a purchase by the lessee of a depreciable asset under a secured loan. Furthermore, the monthly rental payments should be allocated between deductible rental payments for the use of the vehicle and consideration for the option. ... It stated: To the extent that Aco exercises its purchase option … Aco's cost of the Vehicle pursuant to subsection 49(3) will be the sum … paid in accordance with the exercise price … plus the adjusted cost base of the option, which will be the portion of the consideration paid that is attributable to the acquisition of that option. ...