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CRA responded: The relevant exclusions are: …Paragraph (m) – if the interest in the non-resident trust was not acquired for consideration by the taxpayer, or certain other persons. The employee’s interest in the Super Fund does not meet this exception because the employee’s contributions to the Super Fund constitute “consideration” for the acquisition of the interest in the trust. ...

8 October 2010 Roundtable, 2010-0373221C6 F- Paid-up capital-- summary under Subsection 245(4) Summary Under Tax Topics- Income Tax Act- Section 245- Subsection 245(4) CRA has concluded in some cases that using PUC averaging to shift PUC to individual shareholders engages GAAR Opco, a Canadian-controlled private corporation owning and operating a seniors' residence, and whose shares (which are qualified small business corporation shares) are held equally by X, Y and Z (the "Taxpayers") carries out the following transactions in order to shield assets from commercial risks relating to its business, the Taxpayers cause the following transactions: they transfer their shares of Opco to a newly-incorporated corporation (Propertyco) in consideration for Class F Shares; Opco redeems its shares held by Propertyco; Opco transfers its real estate and other investments to Propertyco in consideration for Class F shares; the repurchase of the shares of the capital stock of Propertyco held by Opco. ...

23 April 2009 External T.I. 2008-0301241E5 F- Fiducie d'invest. à participation unitaire-75(2)-- summary under Subsection 75(2) Summary Under Tax Topics- Income Tax Act- Section 75- Subsection 75(2) s. 75(2) generally not applied to commercial unit trust where single class of units subscribed for on FMV terms Units of a unit trust (“UT”) that does not qualify as a mutual fund trust (“MFT”) are issued for monetary consideration to subscribing unitholders (three arm’s length CCPCs) as a subscription price corresponding to the units’ fair market value. ... After noting that s. 75(2) “would lend itself to application” here unless the trust generated business income, CRA went on to state: [T]he CRA would not systematically consider subsection 75(2) applicable with respect to situations involving the issuance of units of a trust that qualifies as a UT without qualifying as an MFT, particularly in situations where the following conditions are satisfied: the issue of units by a UT to a taxpayer is made in the context of an investment by the taxpayer in exchange for monetary consideration corresponding to the fair market value of the units issued, the tax elections that may be made by the trust, such as those provided for in subsections 104(13.1) and 104(13.2), must be capable of being made only in such a way as to result in uniform tax implications for all beneficiaries owning units with the same rights, privileges, conditions and restrictions; and there are no terms and conditions linking the units to any asset or class of assets of the trust. ...

-dollar purchase price, of which a specified portion was paid in Corporation C shares (the parent of Corporation B) as stated consideration for a specific number of Corporation A shares determined in accordance with the sale Agreement, and the balance was paid in cash. ... Thus, for the purposes of section 116, all shares disposed of must be considered, not just those disposed of for cash consideration. ...

Sub1 will assume all indebtedness of Partnership, including the Partnership-Parent Note and Partnership’s obligation to pay "Employee Accruals" under various compensation and retirement plans in consideration for additional Partnership Units. ... Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...

Sub1 will assume all indebtedness of Partnership, including the Partnership-Parent Note and Partnership’s obligation to pay “Employee Accruals” under various compensation and retirement plans in consideration for additional Partnership Units. Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...

Sub1 will assume all indebtedness of Partnership, including the Partnership-Parent Note and Partnership’s obligation to pay "Employee Accruals" under various compensation and retirement plans in consideration for additional Partnership Units. ... Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...

Sub1 will assume all indebtedness of Partnership, including the Partnership-Parent Note and Partnership’s obligation to pay "Employee Accruals" under various compensation and retirement plans, including under the RSUs and DSUs in consideration for additional Partnership Units. Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...

2017 Ruling 2016-0660321R3- Reorg of REIT to simplify multi-tier structure-- summary under Subsection 246(1) Summary Under Tax Topics- Income Tax Act- Section 246- Subsection 246(1) no taxable benefit where wholly-owned partnership renounces the right to have consideration paid for the redemption of its shares in its limited partner (a mutual fund corporation) A Canadian REIT (the “Fund”) holds the units and notes of a subsidiary unit trust (“Sub-Trust”), whose principal asset is most of the partnership interests, other than exchangeable LP units, in a subsidiary LP (“Partnership”) which holds real estate and a corporate subsidiary (“Opco”). ... Accordingly, the Partnership first transfers its Opco shares to MFC under s. 85(2) in consideration for most of the shares of MFC (so that Opco then can be vertically amalgamated with MFC). ...

The Estate will transfer its remaining ACo Shares (electing under s. 85(1)) to a newly-incorporated corporation formed by it (“Newco”) in consideration mostly for a note (the “Newco Note”) with a principal amount and FMV equal to the lesser of such shares’ current FMV and their FMV on A’s death, minus the redemption amount of the Class A Newco Preferred Shares which are issued by Newco as the balance of the consideration. ...