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DEFINITIONS “Act1” means the XXXXXXXXXX; “Act2” means the XXXXXXXXXX; “adjusted cost base” has the meaning assigned by section 54; “Amalgamation Date” means the date stated in Amalco’s certificate of amalgamation; “Beneficiary1” means XXXXXXXXXX, a Canadian resident and sibling of Beneficiary2, Beneficiary3 and Beneficiary4; “Beneficiary2” means XXXXXXXXXX, a Canadian resident and sibling of Beneficiary1, Beneficiary3 and Beneficiary4; “Beneficiary3” means XXXXXXXXXX, a Canadian resident and sibling of Beneficiary1, Beneficiary2 and Beneficiary 4; “Beneficiary4” means XXXXXXXXXX, a Canadian resident and sibling of Beneficiary1, Beneficiary2 and Beneficiary3; “Business Number” means the business number attributed by the CRA to each corporation for tax compliance purposes; “Canadian-controlled private corporation” has the meaning assigned by subsection 125(7); “capital dividend account” has the meaning assigned by subsection 89(1); “Capital Property” has the meaning assigned by subsection 54(1); “Corporation” means XXXXXXXXXX; “CRA” means the Canada Revenue Agency; “Dividend Refund” means a dividend refund claimed by a taxpayer pursuant to paragraph 129(1)(b); “Estate” means the estate of XXXXXXXXXX whose beneficiaries are Beneficiary1, Beneficiary2, Beneficiary3 and Beneficiary4 who are the children of XXXXXXXXXX; “Executors” means Beneficiary2 and XXXXXXXXXX, the liquidators of the Estate, who were appointed as liquidators of the Estate pursuant to the terms of the Will; “fair market value” means the highest price available in an open and unrestricted market between informed, prudent parties, acting at arm’s length and under no compulsion to act, expressed in terms of cash; “general rate income pool” has the meaning assigned by subsection 89(1); “Marketable Securities” means the diversified portfolio of investment property held by the Corporation that includes cash and cash equivalents, shares of public corporations and units in mutual funds; “Newco” means the new corporation incorporated by the Estate; “XXXXXXXXXX” means the late XXXXXXXXXX, a Canadian resident; “paid-up capital” has the meaning assigned to that term in subsection 89(1); “Paragraph” refers to a numbered paragraph in this letter; “PN” means the promissory note issued by Newco to the Estate in consideration for the XXXXXXXXXX common shares of the capital stock of the Corporation transferred by the Estate to Newco; “Proceeds of Disposition” has the meaning assigned by section 54; “refundable dividend tax on hand” has the meaning assigned by subsection 129(3); XXXXXXXXXX; “taxable Canadian corporation” has the meaning assigned by subsection 89(1); “V-day” means XXXXXXXXXX; and “Will” means XXXXXXXXXX’s last will and testament. ... Upon incorporation of Newco, the Estate will subscribe for XXXXXXXXXX Class A common shares for $XXXXXXXXXX cash consideration. 12. ... The Estate will transfer the XXXXXXXXXX common shares of the capital stock of the Corporation to Newco in consideration for the PN. ...

R. (2001 DTC 942), the Tax Court held that an oral commitment to give an employee the right to purchase shares constituted an agreement for the purposes of the stock option deduction in paragraph 110(1)(d), even though there was no consideration given by the employee for the right. ... In this regard, a key consideration for auditors is the salary deferral arrangement (SDA) rules of the Income Tax Act. ... The trust subscribes to a specified number of newly-issued common shares of the corporation for nominal consideration shortly after an estate freeze is undertaken. ...

The Trust will transfer its LP A Units, shares of GPCo, the ACo Receivable, the LP Receivable, and any other property owned by it to NewCo in consideration of NewCo assuming the Trust Liabilities and issuance of that number of NewCo Shares that is equal to XXXXXXXXXX less than the total number of outstanding Trust Units. 17. ... LP will transfer all of its rights and interest in the ACo Debt to SubCo in consideration for issuance by SubCo of a demand non-interest bearing note payable by SubCo ("SubCo Note") to LP which note will have a principal amount equal to the FMV of the ACo Debt, which amount is anticipated to be materially less than the principal amount of the ACo Debt. 20. ... The Exchangeable LP Unitholders will transfer their Exchangeable LP Units to NewCo in consideration for NewCo Shares on the basis of one NewCo Share for each Trust Unit into which the Exchangeable LP Units were exchangeable immediately prior to the Effective Date, and such Exchangeable LP Unitholders will be given the option of making a joint election with Newco under section 85 in respect of this transfer. 22. ...

The Taxpayer argues that the CRA’s use of the term “deliberate” is intended to apply where tax avoidance considerations drive the decision to re-issue debt in order to obtain a tax-free premium. ... Former variable E read, in part, as follows: "E is the total of all amounts each of which is 3/4 of the amount, if any, by which (a) an amount which, as a result of a disposition occurring after the taxpayer's adjustment time and before that time, the taxpayer has or may become entitled to receive, in respect of the business carried on or formerly carried on by the taxpayer where the consideration given by the taxpayer therefor was such that, if any payment had been made by the taxpayer after 1971 for that consideration, the payment would have been an eligible capital expenditure of the taxpayer in respect of the business…” (Emphasis added) Several exclusions are provided for in the definition of eligible capital expenditures. ...

De nouvelles actions participantes seraient souscrites pour une considération nominale par la fiducie familiale discrétionnaire. ... In addition and although rendered in the course of the application of subsection 160(1) of the ITA, it is appropriate to refer to the conclusion in the Algoa Trust 3 case that a dividend constitutes a gift, being a payment without consideration. ... The shares subscribed for by the trust are property contributed to the trust in consideration for the subscription price paid for with amounts received as bequests. ...

En réponse à la question 45 de la table ronde de Revenu Canada qui a eu lieu lors du congrès de 1981 de l'ACÉF, Revenu Canada a apporté quelques précisions lorsque les actions privilégiées sont émises à titre de considération dans le cadre d'une vente visée par l'article 85 L.I.R., notamment en ce qui concerne un droit de rachat, qu'il est suffisant que le droit de rachat soit applicable au gré du détenteur. ... In response to question 45 of the Revenue Canada Round Table at the 1981 CTF Conference, Revenue Canada provided some details when preferred shares are issued as consideration in the context of a sale subject to section 85 of the ITA, notably concerning a right of redemption, and stated that it is sufficient that the right of redemption is at the option of the holder. ... The impact of the attributes of estate freeze preferred shares on their FMV is important because one of the concerns of the CRA with respect to estate freeze, is to ensure that the total FMV of the consideration received in freeze preferred shares and property other than shares, is equal to the FMV of the common shares exchanged, so that there is no benefit conferred by the author of the freeze in favour of a related person. ...

Parent purchased all of the shares of Company in exchange for a combination of shares of Parent and non-share consideration in a transaction that closed on XXXXXXXXXX, resulting in an acquisition of control of Company by Parent, and a deemed taxation year-end and a new taxation year of Company pursuant to the provisions of subsection 249(4) of the Act. 6. ... As sole consideration for such transfer, Company will issue a promissory note (the “Company Note”) to Parent that will have a principal amount and FMV equal to the FMV of the Issued Newco Preferred Shares. ... The Issued Newco Preferred Shares will not be, at any time during the implementation of the Proposed Transactions,: (i) the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”; (ii) the subject of a dividend rental arrangement as that term is defined in subsection 248(1); (iii) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (iv) issued for consideration that is or includes: A. an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or B. any right of the type described in subparagraph 112(2.4)(b)(ii). 21. ...

If the vote does not confirm that at least ninety percent of the eligible voters want to relocate, the Government’s consideration of the relocation request will stop. 7. ... To help Residential and Commercial Owners make informed legal decisions, the Department will pay legal fees related to consideration of the Department’s written offer detailing relocation assistance and the discontinuation of provincial services. ... To the extent that the amount of the legal fees was not taken into consideration in the calculation of the taxpayer’s income from business or property, paragraph 12(1)(x) will likely apply to include the amount received in the year as income from business or property. ...

In consideration for the transfer of the beneficial interest of the portion of the Farm Land, Couple B will provide Taxpayer A with an interest bearing promissory note payable in XXXXXXXXXX equal instalments over a XXXXXXXXXX-year period, commencing in the year of the transfer. 18. ... In consideration for the transfer of the beneficial interest of the portion of the Farm Land, Couple B will provide Taxpayer C with an interest bearing promissory note payable in XXXXXXXXXX equal instalments over a XXXXXXXXXX-year period, commencing in the year of transfer. 19. ... Taxpayer B will dispose of a portion of her beneficial interest in the Farm Land to the Trust for no consideration. ...

Reasons: Under the draft split-receipting rules, a sale of property for partial consideration can qualify as a gift as long as there is donative intent. ... The Charity wishes to continue to carry out the same objectives as far as possible in accordance with the original wishes of the Deceased and in cooperation with the Individuals. 9) The Charity wishes to be able to dispose of the Property, free of potential uncertainty and possible loss of its interest in the Property upon the occurrence of a Reverter Event as a result of a failure to continue to use the Property for the uses set out in the Original Deed. 10) As a result of lengthy negotiations with respect to the status and effect of the Rights, and with a view to resolving matters, the Individuals and the Charity have entered into the Letter Agreement under which, subject to obtaining satisfactory rulings or opinions from the CRA, each Individual will sell his or her interest in the Rights to the Charity for an amount that is less than its fair market value. 11) XXXXXXXXXX. 12) You advise that in the opinion of counsel: i) the Rights are an interest in real property and are of a hybrid nature, since in one sense they are vested because they belong to the heirs of the person who created the Rights and reserved them out of fee simple, and in another sense they are contingent in that acquisition of the fee simple in the Property by the Individuals and the termination of the interest of the Charity may or may not occur; and ii) the Rights collectively and the Individual Sale Portions are property that is capable of transfer and assignment by the Individuals, either for consideration or by way of gift. 13) You further advise that when the Charity acquires the Rights, they will merge with the fee simple and be extinguished by operation of law, with the result that the Charity will thereafter own the Property in fee simple, and the Individuals will have no further Rights in respect of the Property, but will have the right to be paid the Purchase Price under the Sale Agreement. ... PURPOSE OF THE PROPOSED TRANSACTIONS 29) The purposes of the proposed transactions are: i) to reach an orderly resolution of the differences between the Individuals, on the one hand, and the Charity, on the other hand, with respect to the status of the Rights and their effect on the ownership of the Property; ii) to permit the Charity to proceed with the sale of the Property, without further regard to the uncertainty that arises under the Rights and to establish the Endowment for the purposes, and on the terms, described in the Letter Agreement; and iii) to allow the Individuals to receive partial consideration for a sale of the Rights. 30) The transactions are designed to give the Individuals a combination of proceeds from a sale of the Rights and tax credits for donations of the Gift Amount. ...