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Question 7 Paragraph 110.6(9)(c) requires, for the definition of the average rate of return, the proceeds to be received by the shareholder on the disposition of the share to be the same amount the corporation received as consideration on the issue of the share. ... Our Comments The fact that the special shares were issued for nominal consideration and have an aggregate redemption value of $ 199,665 does not mean that subsection 110.6(9) does not apply. ...

Each shareholder of OPCO will transfer his shares of OPCO to NEWCO for consideration comprising shares of NEWCO having a fair market value equal to the fair market value of the shares of OPCO so disposed of by him and will elect, jointly with NEWCO, to have the provisions of subsection 85(1) of the Act apply to the transfer. ... Each of the three individuals will transfer the shares of the HOLDCO owned by him to OPCO for sole consideration comprising shares of OPCO having a fair market value equal to the fair market value of the shares of the HOLDCO so disposed of by him and will elect, jointly with OPCO, to have the provisions of subsection 85(1) of the Act apply to the transfer. ...

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 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. ...

A new corporation ("NEWCO") will be incorporated to be the holding corporation, Each shareholder of OPCO will transfer his shares of OPCO to NEWCO for consideration comprising shares of NEWCO having a fair market value equal to the fair market value of the shares of OPCO so disposed of by him and will elect, jointly with NEWCO, to have the provisions of subsection 85(1) of the Act apply to the transfer, The amount agreed upon by a shareholder and NEWCO in their election may result in a shareholder realizing a capital gain on the disposition of his shares of OPCO to NEWCO, and the shareholder intends to claim an amount in respect of any such capital gain pursuant to either subsection 110.6(2.1) or (3) of the Act, OPCO will then declare and pay a taxable dividend to NEWCO equal to "income earned or realized by OPCO after 1971" ("Safe Income") on hand prior to the transfer of shares described above. ... Each of the three individuals will transfer the shares of the HOLDCO owned by him to OPCO for sole consideration comprising shares of OPCO having a fair market value equal to the fair market value of the shares of the HOLDCO so disposed of by him and will elect, jointly with OPCO, to have the provisions of subsection 85(1) of the Act apply to the transfer, The amount agreed upon by an individual and OPCO in their election may result in the individual realizing a capital gain on the disposition of his shares of a HOLDCO to OPCO, and the individual intends to claim an amount in respect of any such capital gain pursuant to either subsection 110.6(2.1) or (3) of the Act, Under the Company Act, combining two corporations by winding up one corporation into the other corporation is simpler than amalgamating them, because the Company Act does not provide for a "short-form" amalgamation procedure, Each HOLDCO will therefore be wound up into OPCO in a winding-up to which subsection 88(1) of the Act will apply. ...

XXXXXXXXXX will transfer its shares of XXXXXXXXXX to Newco at net book value for United Kingdom tax purposes in exchange for consideration including intercompany debt. Newco will then immediately transfer its shares of XXXXXXXXXX to BV for fair market value consideration that comprises solely shares in BV. 19. ...

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 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. ...

However, while the provision indicates that the interest in the building relates to a condominium unit which was not in existence at that date, a valid consideration is whether the interest can be regarded as an undivided interest in the project. ... However, a further consideration is whether any soft cost is reasonable in amount for the purposes of section 67. ...

Our Comments Prior to presenting a number of hypothetical scenarios for our consideration, you requested our views on the following questions: Question 1 Does a lump-sum amount for retroactive periodic maintenance, need to be paid pursuant to a court order, to qualify as an amount payable on a periodic basis? ... In this scenario, the lump-sum payment ordered by the court order appears to relate to a period before the date of the court order and gives consideration to further adjustments to reduce the payment from $4,200 to $2,500. ...

DEFINITIONS In this document, the following terms have the meaning specified herein, unless otherwise specified: “Audit Services” means the services of an internal audit manager and the internal audit services including: (i) identification and risk assessment of Top Foreignco and the Top Foreignco Non-Resident Group’s global structure, activities and processes; (ii) development and implementation of an annual audit plan, as approved, including any special tasks or projects requested; (iii) maintenance of a professional audit function with sufficient knowledge, skills, experience and professional certifications to meet the standards required by the Institute of Internal Auditors; (iv) evaluation and assessment of significant merging/consolidating functions and new or changing services, processes, operations and control processes coincident with their development, implementation and/or expansion across all jurisdictions; (v) issuance of quarterly reports that summarize the results of audit activities; (vi) informing Top Foreignco and the Top Foreignco Non-Resident Group of emerging trends and successful practices in internal auditing; (vii) assistance with the investigation of significant suspected fraudulent activities and notification of Top Foreignco and the Top Foreignco Non-Resident Group of the results; and (viii) consideration of the scope of work of the external auditors and regulators, as appropriate, for the purpose of providing optimal audit coverage at a reasonable cost; “Canco” means XXXXXXXXXX; “Computer Services” means the use of a server located in XXXXXXXXXX (Province) owned by Canco for internal and external web hosting (Canco hosts Top Foreignco’s website), electronic mail, time and billing systems, design program development services, maintenance of client data systems (data storage and backup, restore and patching services) and central network management (enterprise and network architecture) and support services (user training, and help desk); “Computer Services Agreement” means the services agreement entered into between Top Foreignco and Canco on XXXXXXXXXX, which provides that Canco may provide the Computer Services to Top Foreignco and the Top Foreignco Non-Resident Group; “CRA” means the Canada Revenue Agency; “Foreign Countries” means XXXXXXXXXX; “Foreign Country 1” means XXXXXXXXXX; “Foreign Country 2” means XXXXXXXXXX; “Foreignco” means XXXXXXXXXX; “New Services Agreement” means the agreement described in Paragraphs 14 and 15; “non-resident” has the meaning assigned by subsection 248(1) of the Act; “Other Services Agreement” means the services agreement entered into between Top Foreignco and Canco on XXXXXXXXXX, which provides that Canco may provide the Other Support Services and Audit Services to Top Foreignco and the Top Foreignco Non-Resident Group; “Other Support Services” means accounting, financial, anti-money laundering, compliance, administrative support, XXXXXXXXXX, information resources management and marketing services; “Province” means XXXXXXXXXX; “related persons” has the meaning assigned by subsection 251(2) of the Act; “Services” means the Computer Services, Audit Services, and Other Support Services which are provided by Canco under the Services Agreements; “Services Agreements” means the Computer Services Agreement and the Other Services Agreement; “taxable Canadian corporation” has the meaning assigned by subsection 89(1) of the Act; “Top Foreignco” means XXXXXXXXXX; and “Top Foreignco Non-Resident Group" means the direct and indirect affiliates of Top Foreignco that are non-residents of Canada including (but not limited to): XXXXXXXXXX. ... Canco will continue to provide the Services to Foreignco, Top Foreignco and the Top Foreignco Non-Resident Group in consideration for a commercially reasonable fee. 15. ...

(2) Whether a corporate beneficiary receiving an interest in a life insurance policy from a trust as payment of a dividend in kind received by the trust should be considered as having given a consideration for the interest in the life insurance policy? ... To the extent that it is determined that at the time of disposition of the life insurance policy, the beneficiary’s income interest under the trust would include the right to enforce payment of an amount by the trust equal to the FMV of the life insurance policy, it could be argued that the consideration given by the beneficiary to the trust for the interest is equal to the FMV of that life insurance policy. ...