Search - consideration

Although no portion of the salary, travel or promotion expenses is deductible in computing the Corporation’s capital gains and capital losses, consideration must be given to whether these expenses are otherwise allowable in computing the amount to be included in the Corporation’s income under section 9 of the Act. ... If the deductibility of the expenses in question is not limited by reason of paragraph 18(1)(a), consideration must be given to whether paragraph 18(1)(b) or section 67 of the Act applies to deny or restrict the amount deductible in computing income. ...

(the “Acquisition”) for total consideration of Cdn. $XXXXXXXXXX. The Acquisition is expected to close on or about XXXXXXXXXX. 5. ... In addition, if prior to a date in XXXXXXXXXX to be determined, ACO receives cash proceeds from the sale of its Capital Stock (other than Disqualified Stock) in one or more Qualified Equity Offerings (which would include an equity investment in excess of $50 million by a Strategic Investor (as defined in the Indenture) but would not include the issuance of shares as consideration for the Acquisition described in paragraph 4, above, and would also include an underwritten offering of common stock by ACO registered under the Securities Act or qualified for distribution by prospectus under the securities laws of any province, ACO may, at its option, subject to certain limitations, use all or a portion of the net cash proceeds to redeem up to 25% of the aggregate principal amount of the Notes at a price based on the principal amount plus accrued and unpaid interest to the redemption date. 13. ...

Should XXXXXXXXXX cancel without consideration any interest owing to it under the Inter-Company Loans to which paragraph 78(1)(a) has applied, as described in paragraph 17 above the amount of interest so canceled will not be treated as a benefit to Canco pursuant to subsection 15(1) or subsection 246(1), and section 80 will not apply to the amount of interest so canceled. However, should XXXXXXXXXX cancel without consideration any loan deemed to have been made pursuant to subparagraph 78(1)(b)(ii), section 80 will apply to the amount canceled. ...

The consideration to be paid for the machinery and equipment will be satisfied by XXXXXXXXXX by the issuance of XXXXXXXXXX preference shares of $XXXXXXXXXX each to XXXXXXXXXX. 28. ... The implementation of the proposed transactions, as described above, including the lease arrangement between XXXXXXXXXX, as described in 26, and the sale of the machinery by XXXXXXXXXX to XXXXXXXXXX in consideration for preferred shares of XXXXXXXXXX, as described in 27, will not in and of themselves cause us to conclude for the purposes of paragraph 149(1)(l) that XXXXXXXXXX is organized and operated exclusively for profit; B. ...

The Units will be awarded for no consideration and will have no initial value (see formula below). ... (e) Subject to the provision that adequate working capital is maintained by the Company to operate in an effective manner, the decision of which is at the absolute discretion of management, the following redemptions for an amount equal to the Redeemable Unit's fair market value, as determined under 6(f) below, are permitted under the Plan: i) On the occurrence of a Triggering Event, the Participant or his or her legal representative shall be deemed to have terminated his or her participation in the Plan and the Redeemable Units held by the Participant shall be redeemed by the Company. ii) A Participant notifies the Company in writing within 180 days after the end of any fiscal year that he or she elects to have his or her Redeemable Units redeemed. iii) In the event that a Participant is terminated by the Company whether or not for cause, the Company may, at its discretion, within thirty days of the termination redeem the Redeemable Units for nil consideration. iv) At any time in any financial year, the Company may at its option, by written notice to the Participant redeem any Redeemable Units held by the Participant. ...

On XXXXXXXXXX, Holdings sold the XXXXXXXXXX SVS that it owned to Newco (a corporation described in paragraph 8 below) and received, as sole consideration, an equal number of Newco class A common shares, which constitutes all of the issued and outstanding shares of Newco. 7. ... On XXXXXXXXXX, Newco sold XXXXXXXXXX SVS to a third party for cash consideration equal to the fair market value of the shares at that time. 12. ...

You point out that where a taxpayer transfers to a corporation all or substantially all of the assets used in an active business subsection 54.2 of the Act provides that the shares received in consideration shall be considered capital property of the taxpayer. ... Section 54.2 ensures the transferor gets capital gains treatment on a sale of shares where the transferor had previously transferred all or substantially all of the assets used in an active business to a corporation for consideration that included shares of the corporation. ...

F.C. of T. 80 ATC 4438 where the Court quoted (at page 4440) the following definition of gift: "The word "gift" has two distinct meanings in English law: it is used by conveyancers to describe certain assurances of real property, but it usually means a transference of the beneficial interest in property by one person to another without any consideration from that other. ... The intention of the transferor and transferee as to the ownership of the beneficial interest and the form of its transfer exhaust the matters for investigation as to the divesting and investing of the interest, and the absence of consideration passing from the transferee to the transferor serves to distinguish a gift from other modes of transferring property. ...

The application of these provisions to a particular case can only be made after thorough consideration of all of the relevant facts pertaining to that situation. ... Whether a particular asset is capital property used by a non-resident person in carrying on a business (other than an insurance business) in Canada such that the asset is taxable Canadian property by virtue of subparagraph 115(1)(b)(ii) is essentially a question of fact that can only be answered after determination of all relevant facts pertaining to the particular case under consideration. ...

The fair market value, subject to the application of subsection 118.1(6) of the Act, of gifts of Property made to the City pursuant to the Draft Transfer Agreement will be included in the deceased's "total charitable gifts" within the meaning of subsection 118.1(1) of the Act, provided the consideration referred to in the recital of the Draft Transfer Agreement does not exceed a nominal amount. ... The above rulings, which are based on the Act in its present form and do not take into consideration any proposed amendments thereto, are given subject to the general limitations and qualifications set out in Information Circular 70-6R2 dated September 28, 1990 and Special Release thereto dated September 30, 1992 and are binding on Revenue Canada, Taxation provided that the proposed transactions are completed by XXXXXXXXXX. ...