Section 88

Table of Contents

Section 88
Subsection 88(1) - Winding-up
Cases(3)
Administrative Policy(27)
Articles(5)
Paragraph 88(1)(b)
Administrative Policy(3)
Paragraph 88(1)(c)
See Also(1)
Articles(1)
Subparagraph 88(1)(c)(v)
Administrative Policy(1)
Articles(1)
Subparagraph 88(1)(c)(vi)
Administrative Policy(6)
Articles(6)
Clause 88(1)(c)(vi)(B)
Subclause 88(1)(c)(vi)(B)(II)
Administrative Policy(1)
Articles(2)
Subclause 88(1)(c)(vi)(B)(III)
Administrative Policy(1)
Articles(1)
Paragraph 88(1)(c.2)
Subparagraph 88(1)(c.2)(i)
Articles(3)
Subparagraph 88(1)(c.2)(ii)
Articles(1)
Subparagraph 88(1)(c.2)(iii)
Clause 88(1)(c.2)(iii)(A)
Articles(1)
Clause 88(1)(c.2)(iii)(A.2)
Articles(1)
Paragraph 88(1)(c.3)
Subparagraph 88(1)(c.3)(i)
Administrative Policy(2)
Articles(6)
Subparagraph 88(1)(c.3)(ii)
Administrative Policy(3)
Articles(1)
Paragraph 88(1)(c.4)
Articles(1)
Subparagraph 88(1)(c.4)(ii)
Articles(3)
Paragraph 88(1)(c.9)
Articles(3)
Paragraph 88(1)(d)
Cases(1)
See Also(2)
Administrative Policy(12)
Articles(3)
Subparagraph 88(1)(d)(i)
Administrative Policy(1)
Subparagraph 88(1)(d)(ii)
Administrative Policy(1)
Articles(1)
Subparagraph 88(1)(d)(ii.1)
Articles(1)
Paragraph 88(1)(d.2)
Administrative Policy(2)
Paragraph 88(1)(d.3)
Articles(2)
Paragraph 88(1)(e)
Articles(1)
Paragraph 88(1)(e.2)
Administrative Policy(2)
Paragraph 88(1)(e.3)
Administrative Policy(1)
Subsection 88(1.1) - Non-capital losses, etc., of subsidiary
See Also(1)
Administrative Policy(16)
Paragraph 88(1.1)(b)
Administrative Policy(1)
Paragraph 88(1.1)(e)
Administrative Policy(2)
Paragraph 88(1.1)(f)
Administrative Policy(1)
Subsection 88(1.5) - Parent continuation of subsidiary
Articles(2)
Subsection 88(1.7) - Interpretation
Administrative Policy(1)
Subsection 88(2) - Winding-up of Canadian corporation
See Also(2)
Administrative Policy(3)
Articles(1)
Paragraph 88(2)(a)
Articles(1)
Paragraph 88(2)(b)
Subparagraph 88(2)(b)(i)
Administrative Policy(1)
Subsection 88(2.1)
Administrative Policy(1)
Subsection 88(3) - Liquidation and dissolution of foreign affiliate
See Also(1)
Administrative Policy(5)
Articles(2)
Paragraph 88(3)(d)
Administrative Policy(3)
Subsection 88(3.3) - Suppression election
Articles(2)
Subsection 88(3.4) - Conditions for subsection (3.3) election
Commentary
Articles(1)
Subsection 88(4) - Amalgamation deemed not to be acquisition of control
Paragraph 88(4)(b)
Commentary
Administrative Policy(5)
Articles(1)

Subsection 88(1) - Winding-up

Cases

R. v. Mara Properties Ltd., 96 DTC 6309, [1996] 2 S.C.R. 161

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 18 - Subsection 18(1) - Paragraph 18(1)(b) - Capital Loss v. Loss land inventory retained character after wind-up 107

Hickman Motors Ltd. v. The Queen, 95 DTC 5575 (FCA), rev'd 97 DTC 5363, [1997] 2 S.C.R. 336

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Tory Estate v. M.N.R., 73 DTC 5354, [1973] CTC 434 (FCA), briefly aff'd 76 DTC 6312, [1976] CTC 415 (SCC)

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Words and Phrases
distribute

Administrative Policy

11 October 2019 APFF Roundtable, Q.6

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(z.1) IT-126R2 applicable in determining when CDA of sub is added to parent’s CDA 196

2014 Ruling 2014-0530371R3 - Combination of credit unions

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 137 - Subsection 137(4.1) s. 137(4.1) inapplicable to Buyer of credit union who winds it up rather than becoming a member 235
Tax Topics - Income Tax Act - Section 85.1 - Subsection 85.1(1) credit union share-for-share exchange/ cash redemption 48

18 November 2014 TEI Roundtable, Q. E.4

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 164 - Subsection 164(1) refund re dissolved sub 330

26 November 2014 External T.I. 2014-0551641E5 F - Winding-up and subsection 42(1)

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 42 corporation permitted to claim litigation loss following effective time of winding-up 94
Tax Topics - Income Tax Act - Section 88 - Subsection 88(2) corporation permitted to claim a s. 42(1)(b) loss after (per IT-126R2) it has been wound up 134

7 July 2014 External T.I. 2014-0518561E5 F - Superficial loss

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 54 - Superficial Loss shares of Holdco as identical property to shares of Opco/transferred corporation wound-up but not dissolved within 30 days 315

2014 Ruling 2013-0505431R3 - XXXXXXXXXX

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 55 - Subsection 55(3) - Paragraph 55(3)(a) public trading in dividend recipient does not engage exclusion in s. 55(2)(a)(iv) 776
Tax Topics - Income Tax Act - Section 66.2 - Subsection 66.2(5) - Canadian development expense - Paragraph (e) transfer of roylaty from partly-owned partnership 429
Tax Topics - Income Tax Act - Section 97 - Subsection 97(2) s. 97(2) applicable to contribution (no equity consideration) 55

1996 Corporate Management Tax Conference Round Table, Q. 2 (C.T.O. "Wind-Up Bump Dividends")

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29 August 1994 T.I. 933651 (C.T.O. "Adjusted Cost Base Bump")

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12 August 1994 External T.I. 5-941549 -

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8 April 1994 T.I. 940841 (C.T.O. "Wind-up Without Dissolution")

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18 February 1993 T.I. 940244 (C.T.O. "Winding-Up of Corporation Without Share Capital")

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92 C.R. - Q.31

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1992 A.P.F.F. Annual Conference, Q. 16 (January - February 1993 Access Letter, p. 56)

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28 April 1992 Memorandum 912857 (C.T.0. "Winding-Up of a Canadian Corporation")

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3 September 1991 T.I. (Tax Window, No. 8, p. 21, ¶1436)

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 84 - Subsection 84(3) 30

21 June 1991 T.I. (Tax Window, No. 4, p. 10, ¶1312)

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15 April 1991 T.I. (Tax Window, No. 2, p. 24, ¶1201)

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25 February 1991 T.I. (Tax Window, Prelim. No. 3, p. 14, ¶1126)

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27 December 1990 T.I. (Tax Window, Prelim. No. 2, p. 16, ¶1072)

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21 September 1990 T.I. (Tax Window, Prelim. No. 1, p. 11, ¶1004)

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June 1990 Meeting of Alberta Institute of Chartered Accountants (November 1990 Access Letter, ¶1499, Q. 2)

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15 January 1990 T.I. (June 1990 Access Letter, ¶1265)

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90 C.R. - Q40

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5 September 89 T.I. (February 1990 Access Letter, ¶1110)

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IT-488R "Winding-up of 90%-Owned Taxable Canadian Corporations"

IT-188R "Sale of Accounts Receivable"

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IT-126R2, "Meaning of 'Winding-Up' ", March 20, 1995

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Articles

Boehmer, "Alternative to Butterfly Reorganization: Access to Investments of a Holding Company by Shareholders", Corporate Structures and Groups, Vol. IV, No. 3, p. 212

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Roberts, Briggs, "Winding Up", The Taxation of Corporate Reorganizations, 1996 Canadian Tax Journal, Vol. 44, Nos. 2 and 3, pp. 533, 943.

Shafer, "Liquidation", 1991 Conference Report, c. 10.

Pister, "Paragraph 88(1)(d) Bump on the Winding-up of a Subsidiary", 1990 Canadian Tax Journal, pp. 148, 426.

Williamson, "Checklists: Corporate Reorganizations, Amalgamations (Section 87), and Wind-ups (Subsection 88(1))", 1987 Conference Report, c. 29.

Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1) 0

Paragraph 88(1)(b)

Administrative Policy

27 November 2018 CTF Roundtable Q. 5, 2018-0780041C6 - GAAR on PUC reduction

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) avoidance of s. 88(1)(b) where insufficient safe income was abusive 362
Tax Topics - Income Tax Act - Section 84 - Subsection 84(3) no challenge of a reduction of PUC of shares of DC held by TC before redemption 210

6 October 2006 Roundtable, 2006-0196011C6 F - PUC Reduction Prior To Wind-Up

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2003 APFF Round Table, Q.14 (No. 2003-003-0095)

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Paragraph 88(1)(c)

See Also

Harvest Operations Corp v. A.G. (Canada), 2015 DTC 5067 [at 5904], 2015 ABQB 327

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Locations of other summaries Wordcount
Tax Topics - General Concepts - Estoppel taxpayer estoppel when it claimed a tax benefit from its mistake rather than promptly seeking rectification 194
Tax Topics - General Concepts - Rectification & Rescission requested rectification order to fix bump did not match parties' specific plan at closing 542

Articles

Steve Suarez, "Canada's 88(1)(d) Tax Cost Bump: A Guide for Foreign Purchasers", Tax Notes International, December 9, 2013, p. 935

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Subparagraph 88(1)(c)(v)

Administrative Policy

31 October 2011 External T.I. 2011-0422981E5 F - Whether property is eligible for a bump

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c) - Subparagraph 88(1)(c)(vi) bump unavailable given previous non-arm's length acquisition 149
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(d.2) properties not bumpable as not owned at subsidiary's formation by related person 361

Articles

Steve Suarez, "Canada's 88(1)(d) Tax Cost Bump: A Guide for Foreign Purchasers", Tax Notes International, December 9, 2013, p. 935

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Subparagraph 88(1)(c)(vi)

Administrative Policy

2014 Ruling 2013-0503611R3 - Post-Mortem Planning

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 84 - Subsection 84(2) pipeline following death of spouse for a spousal trust where company holds mostly marketable securities 521

17 February 2012 External T.I. 2011-0428561E5 - 88(1)(c)(vi) Bump Denial Rule

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31 October 2011 External T.I. 2011-0422981E5 F - Whether property is eligible for a bump

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c) - Subparagraph 88(1)(c)(v) properties not bumpable as the subsidiary control was deemed by s. 88(1)(d.2) to be acquired at the same time as it acquired the properties 592
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(d.2) properties not bumpable as not owned at subsidiary's formation by related person 361

19 March 2003 T.I.

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17 November 2000 External T.I. 1999-000858 -

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 248 - Subsection 248(10) 41

29 October 1998 External T.I. 5-982135 -

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Articles

Peter Lee, Paul Stepak, "PE Investments in Canadian Companies", draft 2017 CTF Annual Conference paper

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Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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Brian R. Carr, Julie A. Colden, "The Bump Denial Rules Revisited", Canadian Tax Journal (2014) 62:1, 273-99.

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Steve Suarez, "Canada's 88(1)(d) Tax Cost Bump: A Guide for Foreign Purchasers", Tax Notes International, December 9, 2013, p. 935

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Mark Jadd, Richard Lewin, "Anatomy of a Deal: Income Tax Issues Facing a Non-Resident Purchaser of a Public Canadian Corporation", International Tax (CCH), October 2006, No. 30 p. 9.

Nathan Boidman, "Unwinding or Otherwise Dealing With 'Sandwich' Structures Resulting From an International Merger or Acquisition", Tax Notes International, 10 May 2004, p. 601: Discussion of restrictions on bump where a Canadian corporation has been acquired by a foreign acquiror.

Clause 88(1)(c)(vi)(B)

Subclause 88(1)(c)(vi)(B)(II)

Administrative Policy

28 November 2010 CTF Annual Roundtable Q. 19, 2010-0386041C6 - Deemed ownership of shares

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Articles

Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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Brian R. Carr, Julie A. Colden, "The Bump Denial Rules Revisited", Canadian Tax Journal (2014) 62:1, 273-99.

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Subclause 88(1)(c)(vi)(B)(III)

Administrative Policy

2013 Ruling 2011-0397081R3 - Bump Transaction

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Articles

Brian R. Carr, Julie A. Colden, "The Bump Denial Rules Revisited", Canadian Tax Journal (2014) 62:1, 273-99.

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Paragraph 88(1)(c.2)

Subparagraph 88(1)(c.2)(i)

Articles

Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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Brian R. Carr, Julie A. Colden, "The Bump Denial Rules Revisited", Canadian Tax Journal (2014) 62:1, 273-99.

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Steve Suarez, "Canada's 88(1)(d) Tax Cost Bump: A Guide for Foreign Purchasers", Tax Notes International, December 9, 2013, p. 935

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Subparagraph 88(1)(c.2)(ii)

Articles

Brian R. Carr, Julie A. Colden, "The Bump Denial Rules Revisited", Canadian Tax Journal (2014) 62:1, 273-99.

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Subparagraph 88(1)(c.2)(iii)

Clause 88(1)(c.2)(iii)(A)

Articles

Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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Clause 88(1)(c.2)(iii)(A.2)

Articles

Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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Paragraph 88(1)(c.3)

Subparagraph 88(1)(c.3)(i)

Administrative Policy

2012 Ruling 2012-0451421R3 - Purchase of Target and bump

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 212.3 - Subsection 212.3(18) - Paragraph 212.3(18)(c) deemed investment on amalgamation of subsidiary 757
Tax Topics - Income Tax Act - Section 88 - Subsection 88(4) - Paragraph 88(4)(b) Target Amalco 2 formed post-AOC and pre-bump (occurring on amalgamation of Target Amalco 2 with Bidco) is a continuation its predecessors for s. 88(1)(c) midamble purposes/prepackaging transactions before formation of Target Amalco 2/Target asset buyers agree not to purchase Target shares 911

31 January 2000 External T.I. 1999-001096 -

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Articles

Warren Pashkowich, Daniel Bellefontaine, "Participation-Based Payments: What Are They and How are They Taxed", 2017 Conference Report (Canadian Tax Foundation), 9:1-25

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Ian Crosbie, "Recent Transactions of Interest, Part I", 2015 CTF Annual Conference paper

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 212.3 - Subsection 212.3(2) 689

Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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Brian R. Carr, Julie A. Colden, "The Bump Denial Rules Revisited", Canadian Tax Journal (2014) 62:1, 273-99.

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Steve Suarez, "Canada's 88(1)(d) Tax Cost Bump: A Guide for Foreign Purchasers", Tax Notes International, December 9, 2013, p. 935

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Carrie Smit, "Amendments to 'Bump' Rules May Permit Foreign Shares as Deal Consideration", International Tax, No. 68, February 2013, p.1

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Subparagraph 88(1)(c.3)(ii)

Administrative Policy

31 January 2000 External T.I. 1999-001096 -

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3 August 1998 T.I. 9727435

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Income Tax Technical News, No. 9, 10 February 1997

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Articles

Firoz Ahmed, "Substituted Property for Purposes of the Section 88(1)(d) Bump", Canadian Current Tax, Vol. 7, No. 7, April 1997, p. 70

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Paragraph 88(1)(c.4)

Articles

Angelo Nikolakakis, Alain Léonard, "The Acquisition of Canadian Corporations by Non-Residents: Canadian Income Tax Considerations Affecting Acquisition Strategies and Structure, Financing Issues, and Repatriation of Profits", 2005 Conference Report (Canadian Tax Foundation), 21:1-61, at 21:24-25:

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Subparagraph 88(1)(c.4)(ii)

Articles

Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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Brian R. Carr, Julie A. Colden, "The Bump Denial Rules Revisited", Canadian Tax Journal (2014) 62:1, 273-99.

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Paul Stepak, J. Scott Wilkie, "Relieving and Clarifying Changes to Canadian Bump Rules", Corporate Finance, Volume XVIII, No. 3, 2012, p. 2130 at 2132:

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Paragraph 88(1)(c.9)

Articles

Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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Brian R. Carr, Julie A. Colden, "The Bump Denial Rules Revisited", Canadian Tax Journal (2014) 62:1, 273-99.

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Paul Stepak, J. Scott Wilkie, "Relieving and Clarifying Changes to Canadian Bump Rules", Corporate Finance, Volume XVIII, No. 3, 2012, p. 2130 at 2132:

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Paragraph 88(1)(d)

Cases

Canada v. Oxford Properties Group Inc., 2018 FCA 30

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) using the s. 88(1)(d) bump on newly-formed rental property LPs to avoid indirect recapture income under s. 100(1) was abusive 925
Tax Topics - Income Tax Act - Section 98 - Subsection 98(3) - Paragraph 98(3)(c) s. 98(3)(c) bump is intended to avoid gain realization where there has been no economic gain 259
Tax Topics - Income Tax Act - Section 69 - Subsection 69(11) 3-year time limitation in s. 69(11) did not establish safe harbor for avoidance of recapture on sale after that period 366
Tax Topics - Income Tax Act - Section 100 - Subsection 100(1) purpose is to ensure that latent recapture will be recognized on sale to tax exempt 244
Tax Topics - Income Tax Act - Section 97 - Subsection 97(2) object includes ultimate taxation of the deferred gain 224
Tax Topics - Income Tax Act - Section 171 - Subsection 171(1) GAAR question as to determining a provision’s object was subject to correctness standard 155
Tax Topics - Statutory Interpretation - Hansard, explanatory notes, etc. statement that amendment was for “clarification” was self-serving 199
Tax Topics - Statutory Interpretation - Interpretation Act - Subsection 45(2) determination of whether amendment merely clarified requires review of pre-amendment state of law 135
Tax Topics - Income Tax Act - Section 245 - Subsection 245(2) consequential s. 245(2) adjustment must be scaled to the abuse 381

See Also

Oxford Properties Group Inc. v. The Queen, 2016 TCC 204, rev'd 2018 FCA 30

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) no abuse in using 88(1)(d) bump to avoid s. 100 after 3-year s. 69(11) period 537
Tax Topics - Income Tax Act - Section 248 - Subsection 248(10) subsequent sale part of series as it utilized the benefit of previous LP packaging transactions 371
Tax Topics - Income Tax Act - Section 97 - Subsection 97(2) purpose not to tax underlying recapture on subsequent LP unit sale 415
Tax Topics - Statutory Interpretation - Interpretation Act - Subsection 45(2) subsequent amendment shed light on scope of previous version 99
Tax Topics - Income Tax Act - Section 100 - Subsection 100(1) S. 100 operates only on outside basis gain 278
Tax Topics - Income Tax Act - Section 69 - Subsection 69(11) Parliament provided safe harbour for sales after 3 years 196
Tax Topics - Income Tax Act - Section 98 - Subsection 98(3) - Paragraph 98(3)(c) purpose: to preserve high outside basis through push down 285

Slate Management Corporation v Canada (Attorney General), 2016 ONSC 4216

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Locations of other summaries Wordcount
Tax Topics - General Concepts - Rectification & Rescission a generalized intent to achieve a s. 88(1)(d) bump was a sufficient basis to rectify in order to redo an amalgamation 192

Administrative Policy

30 May 2019 Internal T.I. 2019-0806761I7 - Late filing of 88(1)(d) designation

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 152 - Subsection 152(4) - Paragraph 152(4)(b) - Subparagraph 152(4)(b)(iii) late designation policy coordinated with extended reassessment period 216

14 March 2016 Internal T.I. 2015-0609671I7 - Earnout, Amalgamation, Cost of Shares and ECE

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 14 - Subsection 14(5) - Eligible Capital Expenditure payments made by Amalco in satisfaction of earnout obligation for acquisition of one precedessor by the other were not ECE 204
Tax Topics - Income Tax Act - Section 54 - Adjusted Cost Base earnout payments an addition to cost of shares which had since disappeared 78
Tax Topics - General Concepts - Purpose/Intention attribution of predecessor's intention to Amalco 132
Tax Topics - Income Tax Act - Section 20 - Subsection 20(1) - Paragraph 20(1)(c) - Subparagraph 20(1)(c)(i) position on interest deductibility following target amalgamation is based on policy and ITA scheme rather than technical 338

30 March 2016 External T.I. 2016-0629701E5 F - bump-up 88(1)(d)

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 9 - Capital Gain vs. Profit - Real Estate land developer accesses capital property status of land held in acquired subsidiary 62

S4-F7-C1 - Amalgamations of Canadian Corporations

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 100 - Subsection 100(2.1) s. 100(2.1) applies to non-qualifying amalgamation 58
Tax Topics - Income Tax Act - Section 111 - Subsection 111(12) application following amalgamation 103
Tax Topics - Income Tax Act - Section 116 - Subsection 116(1) deemed tcp following amalgamation 155
Tax Topics - Income Tax Act - Section 13 - Subsection 13(5.1) continuity of s. 13(5.1) on amalgamation 126
Tax Topics - Income Tax Act - Section 165 - Subsection 165(1) Amalco can continue objection and receive refunds 145
Tax Topics - Income Tax Act - Section 169 Amalco can continue objection 97
Tax Topics - Income Tax Act - Section 20 - Subsection 20(1) - Paragraph 20(1)(n) reserve after amalgamation 50
Tax Topics - Income Tax Act - Section 248 - Subsection 248(1) - Shareholder shareholder need not hold shares 82
Tax Topics - Income Tax Act - Section 251 - Subsection 251(3.1) deemed non-arm's length relationship on amalgamation 164
Tax Topics - Income Tax Act - Section 256 - Subsection 256(7) - Paragraph 256(7)(b) related party, majority and 50% group exceptions 448
Tax Topics - Income Tax Act - Section 40 - Subsection 40(1) - Paragraph 40(1)(a) - Subparagraph 40(1)(a)(iii) reserve after amalgamation 50
Tax Topics - Income Tax Act - Section 66.7 - Subsection 66.7(7) successoring where non-wholly owned amalgamation 85
Tax Topics - Income Tax Act - Section 69 - Subsection 69(13) no disposition of predecessor property on general principles 103
Tax Topics - Income Tax Act - Section 7 - Subsection 7(1.4) s. 87(5) not applicable 104
Tax Topics - Income Tax Act - Section 80.01 - Subsection 80.01(3) non-87 amalgamation/no FX gain 159
Tax Topics - Income Tax Act - Section 84 - Subsection 84(3) no deemed dividend to dissenter on amalgamation 81
Tax Topics - Income Tax Act - Section 85 - Subsection 85(1) election filing by Amalco 103
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1.1) s. 87(1.1) qualifies for all s. 87 purposes 60
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1.2) successoring where non-wholly owned amalgamation 85
Tax Topics - Income Tax Act - Section 87 - Subsection 87(10) deemed listing of temporary Amalco shares 114
Tax Topics - Income Tax Act - Section 87 - Subsection 87(11) gain if high PUC is sub shares 47
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1) presumptive satisfaction of s. 87(1)(a)/dissent and squeeze-outs onside 260
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(a) new corp/deemed year end coinciding or not with acquisition of control 700
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(b) Amalco must follow predecessor's valuation method subject to truer picture doctrine 58
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(c) reserve after amalgamation 103
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(d) cost amount carryover 135
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(e.1) s. 100(2.1) applies to non-qualifying amalgamation 58
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(o) no continuity rule for non-security options 133
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(q) pre-amalgamation services 96
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2.11) loss-carry back to parent 159
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2.1) dovetailing with s. 88(1.1) 38
Tax Topics - Income Tax Act - Section 87 - Subsection 87(3.1) 328
Tax Topics - Income Tax Act - Section 87 - Subsection 87(3) PUC shifts 181
Tax Topics - Income Tax Act - Section 87 - Subsection 87(4) fractional share cash/ACB or value shift/implied non-recognition for predecessor shares 247
Tax Topics - Income Tax Act - Section 87 - Subsection 87(7) dovetailing with s. 78 and 112(12) 171
Tax Topics - Income Tax Act - Section 87 - Subsection 87(9) allocation of s. 87(9)(c)(ii) excess as parent chooses 218
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1.1) dovetailing with s. 87(2.1) 56
Tax Topics - Income Tax Act - Section 98 - Subsection 98(5) partnership dissolution on amalgamation 123
Tax Topics - Income Tax Regulations - Regulation 1100 - Subsection 1100(2.2) deemed non-arm's length relationship on amalgamation 415
Tax Topics - Income Tax Regulations - Regulation 1100 - Subsection 1100(2) deemed non-arm's length relationship on amalgamation 323
Tax Topics - Income Tax Regulations - Regulation 1102 - Subsection 1102(14) class continuity on non-arm's length amalgamation 311
Tax Topics - Income Tax Regulations - Regulation 8503 - Subsection 8503(3) - Paragraph 8503(3)(b) pre-amalgamation services 96
Tax Topics - Income Tax Act - Section 249 - Subsection 249(3) 127
Tax Topics - Income Tax Act - Section 22 - Subsection 22(1) 170

21 November 2011 External T.I. 2011-0416881E5 F - Late-filed designation - paragraph 88(1)(d)

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19 May 2011 IFA Roundtable, 2011-0404521C6 - calculation of tax-free surplus balance

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2006 Ruling 2006-0178571R3 - Purchase of Target and Bump

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1) amalgamation with parent as survivor (forward triangular "D" merger) 506

23 October 1995 T.I. 951342

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1994 A.P.F.F. Round Table, Q. 14

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10 February 1993 T.I. (Tax Window, No. 28, p. 12, ¶2405)

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26 August 1992, T.I. (Tax Window, No. 23, p. 13, ¶2168)

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21 May 1991 T.I. (Tax Window, No. 3, p. 9, ¶1260)

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Articles

K.A. Siobhan Monaghan, "Safe Income and the Elusive Subsection 88(1) 'Bump' - and other Problems in a Series", Corporate Structures and Groups, Vol. V, No. 3, 1999, p. 274.

Mark D. Brender, "Interaction of the Mark-to-Market Rules with Step-Up Transactions", Corporate Structures and Groups, Vol. V, No. 2, 1998, p. 256.

M. Ton-That, "Changes to the 'Bump' Rules: Transactions Where It Can Now Be Denied", Corporate Structures and Groups, Vol. V, No. 1, 1998, p. 244.

Subparagraph 88(1)(d)(i)

Administrative Policy

28 January 2016 External T.I. 2015-0617771E5 F - Bump calculation

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Words and Phrases
debt

Subparagraph 88(1)(d)(ii)

Administrative Policy

23 April 2013 External T.I. 2012-0461741E5 - Calculation of bump limit under 88(1)(d)

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Articles

Steve Suarez, "Canada's 88(1)(d) Tax Cost Bump: A Guide for Foreign Purchasers", Tax Notes International, December 9, 2013, p. 935

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Subparagraph 88(1)(d)(ii.1)

Articles

Steve Suarez, "Canada's 88(1)(d) Tax Cost Bump: A Guide for Foreign Purchasers", Tax Notes International, December 9, 2013, p. 935

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Paragraph 88(1)(d.2)

Administrative Policy

31 October 2011 External T.I. 2011-0422981E5 F - Whether property is eligible for a bump

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c) - Subparagraph 88(1)(c)(v) properties not bumpable as the subsidiary control was deemed by s. 88(1)(d.2) to be acquired at the same time as it acquired the properties 592
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c) - Subparagraph 88(1)(c)(vi) bump unavailable given previous non-arm's length acquisition 149

17 July 1995 T.I. 950509 (C.T.O. "Meaning of 'Because of a Bequest or Inheritance'")

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Paragraph 88(1)(d.3)

Articles

Brian Nichols, "Post-Mortem Tax Planning Using Paragraph 88(1)(d) Bumps", Tax Topics, No. 1609, 9 January 2003, p. 1.

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Rhonda Rudick, "Bump Denial Rules: Time of Acquisition of Control in the Context of Post-Mortem Estate Planning", Corporate Structures and Groups (Federated Press), Vol. VII, No. 1, 2001, p. 355.

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Paragraph 88(1)(e)

Articles

Kevin Yip, "Recent Legislation Affecting Partnerships and Foreign Affiliates – Subsection 88(1) and Section 100", Canadian Tax Journal, (2013) 61:1, 229-256, at 245

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Paragraph 88(1)(e.2)

Administrative Policy

S3-F3-C1 - Replacement Property

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1996 Ruling 961198

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Paragraph 88(1)(e.3)

Administrative Policy

2018 Ruling 2017-0711071R3 - Use of subsidiary losses & ITCs after wind-up

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1.1) - Paragraph 88(1.1)(b) streamed losses of empty-shell Lossco flowed through on its dissolution as Lossco LP business had been acquired years earlier through sub LP 320

Subsection 88(1.1) - Non-capital losses, etc., of subsidiary

See Also

S.T.B. Holdings Ltd. v. The Queen, 2011 DTC 1118 [at 650], 2011 TCC 144, aff'd 2002 DTC 7450, 2002 FCA 386

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Administrative Policy

17 February 2016 External T.I. 2015-0618211E5 - Subsections 88(1.1) and 88(1.2)

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S4-F7-C1 - Amalgamations of Canadian Corporations

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 100 - Subsection 100(2.1) s. 100(2.1) applies to non-qualifying amalgamation 58
Tax Topics - Income Tax Act - Section 111 - Subsection 111(12) application following amalgamation 103
Tax Topics - Income Tax Act - Section 116 - Subsection 116(1) deemed tcp following amalgamation 155
Tax Topics - Income Tax Act - Section 13 - Subsection 13(5.1) continuity of s. 13(5.1) on amalgamation 126
Tax Topics - Income Tax Act - Section 165 - Subsection 165(1) Amalco can continue objection and receive refunds 145
Tax Topics - Income Tax Act - Section 169 Amalco can continue objection 97
Tax Topics - Income Tax Act - Section 20 - Subsection 20(1) - Paragraph 20(1)(n) reserve after amalgamation 50
Tax Topics - Income Tax Act - Section 248 - Subsection 248(1) - Shareholder shareholder need not hold shares 82
Tax Topics - Income Tax Act - Section 251 - Subsection 251(3.1) deemed non-arm's length relationship on amalgamation 164
Tax Topics - Income Tax Act - Section 256 - Subsection 256(7) - Paragraph 256(7)(b) related party, majority and 50% group exceptions 448
Tax Topics - Income Tax Act - Section 40 - Subsection 40(1) - Paragraph 40(1)(a) - Subparagraph 40(1)(a)(iii) reserve after amalgamation 50
Tax Topics - Income Tax Act - Section 66.7 - Subsection 66.7(7) successoring where non-wholly owned amalgamation 85
Tax Topics - Income Tax Act - Section 69 - Subsection 69(13) no disposition of predecessor property on general principles 103
Tax Topics - Income Tax Act - Section 7 - Subsection 7(1.4) s. 87(5) not applicable 104
Tax Topics - Income Tax Act - Section 80.01 - Subsection 80.01(3) non-87 amalgamation/no FX gain 159
Tax Topics - Income Tax Act - Section 84 - Subsection 84(3) no deemed dividend to dissenter on amalgamation 81
Tax Topics - Income Tax Act - Section 85 - Subsection 85(1) election filing by Amalco 103
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1.1) s. 87(1.1) qualifies for all s. 87 purposes 60
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1.2) successoring where non-wholly owned amalgamation 85
Tax Topics - Income Tax Act - Section 87 - Subsection 87(10) deemed listing of temporary Amalco shares 114
Tax Topics - Income Tax Act - Section 87 - Subsection 87(11) gain if high PUC is sub shares 47
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1) presumptive satisfaction of s. 87(1)(a)/dissent and squeeze-outs onside 260
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(a) new corp/deemed year end coinciding or not with acquisition of control 700
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(b) Amalco must follow predecessor's valuation method subject to truer picture doctrine 58
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(c) reserve after amalgamation 103
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(d) cost amount carryover 135
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(e.1) s. 100(2.1) applies to non-qualifying amalgamation 58
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(o) no continuity rule for non-security options 133
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2) - Paragraph 87(2)(q) pre-amalgamation services 96
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2.11) loss-carry back to parent 159
Tax Topics - Income Tax Act - Section 87 - Subsection 87(2.1) dovetailing with s. 88(1.1) 38
Tax Topics - Income Tax Act - Section 87 - Subsection 87(3.1) 328
Tax Topics - Income Tax Act - Section 87 - Subsection 87(3) PUC shifts 181
Tax Topics - Income Tax Act - Section 87 - Subsection 87(4) fractional share cash/ACB or value shift/implied non-recognition for predecessor shares 247
Tax Topics - Income Tax Act - Section 87 - Subsection 87(7) dovetailing with s. 78 and 112(12) 171
Tax Topics - Income Tax Act - Section 87 - Subsection 87(9) allocation of s. 87(9)(c)(ii) excess as parent chooses 218
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(d) late designation 106
Tax Topics - Income Tax Act - Section 98 - Subsection 98(5) partnership dissolution on amalgamation 123
Tax Topics - Income Tax Regulations - Regulation 1100 - Subsection 1100(2.2) deemed non-arm's length relationship on amalgamation 415
Tax Topics - Income Tax Regulations - Regulation 1100 - Subsection 1100(2) deemed non-arm's length relationship on amalgamation 323
Tax Topics - Income Tax Regulations - Regulation 1102 - Subsection 1102(14) class continuity on non-arm's length amalgamation 311
Tax Topics - Income Tax Regulations - Regulation 8503 - Subsection 8503(3) - Paragraph 8503(3)(b) pre-amalgamation services 96
Tax Topics - Income Tax Act - Section 249 - Subsection 249(3) 127
Tax Topics - Income Tax Act - Section 22 - Subsection 22(1) 170

2014 Ruling 2013-0511991R3 - Loss consolidation

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 111 - Subsection 111(1) - Paragraph 111(1)(a) losses transferred to Newco which is wound-up into profitco, s. 88(1.1) loss transfer not effective until articles of dissolution, provincial GAAR ruling, cashless un-wind 366

2013 Ruling 2013-0496351R3 - Loss Consolidation

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 111 - Subsection 111(1) - Paragraph 111(1)(a) value of losses transferred to new Lossco reflected in Lossco sale price 484

5 October 2012 APFF Roundtable, 2012-0454061C6 F - Transfer of a Lossco to a related corporation

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Locations of other summaries Wordcount
Tax Topics - General Concepts - Fair Market Value - Shares non-capital losses of corporation taken into account in valuing its shares 152
Tax Topics - Income Tax Act - Section 111 - Subsection 111(1) - Paragraph 111(1)(a) related but not affiliated transfer of Lossco shares to father's or brother's company 209
Tax Topics - Income Tax Act - Section 50 - Subsection 50(1) lossco with no assets or liabilities cannot be insolvent 357

30 May 2012 External T.I. 2012-0447961E5 - Winding-up-Carryover of Non-Capital Losses

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19 March 2001 Internal T.I. 2001-006710 -

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1996 A.P.F.F. Round Table No. 7M12910 (Item 4.1.3.2)

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22 November 1996 T.I. 962884 (C.T.O. "Revival of a Dissolved Corporation - Impact on Losses")

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31 October 1994 T.I. 942059 (C.T.O. "Non-Capital Losses")

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Halifax Round Table, February 1994, Q. 2

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92 C.R. - Q.18

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30 July 1992 T.I. 921653 (March 1993 Access Letter, p. 72, ¶C82-110)

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6 February 1992 T.I. (Tax Window, No. 16, p. 20, ¶1736)

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23 September 1991 Memorandum (Tax Window, No. 9, p. 5, ¶1469)

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IT-302R3 "Losses of a Corporation - The Effect on Their Deductibility of Changes in Control, Amalgamation and Winding-up" 1 January 1995.

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Paragraph 88(1.1)(b)

Administrative Policy

2018 Ruling 2017-0711071R3 - Use of subsidiary losses & ITCs after wind-up

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(e.3) purchaser could acquire Lossco’s business through a sub LP and then acquire Lossco, accessing s. 88(1)(e.3) 148

Paragraph 88(1.1)(e)

Administrative Policy

7 October 2011 APFF Roundtable, 2010-0371941C6 F - Application de l'article 80 - fusion/liquidation

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 80 - Subsection 80(1) - Relevant loss balance NCL of acquired subsidiary preserved for debt forgiveness purposes on amalgamation but lost (if business ceased) on wind-up 136

16 August 2011 Internal T.I. 2011-0401721I7 F - Loss Utilization

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 111 - Subsection 111(5) - Paragraph 111(5)(a) holding company whose only sources of income were inter-affiliate loan and subsidiary shares had losses from property rather than business 95

Paragraph 88(1.1)(f)

Administrative Policy

17 February 1993 External T.I. 9226895 F - Pertes - liquidation

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Subsection 88(1.5) - Parent continuation of subsidiary

Articles

Gregory M. Johnson, Wesley R. Novotny, "An Update on Flow-through Shares in the Energy Sector", 2016 Conference Report (Canadian Tax Foundation),12:1-39

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Mike J. Hegedus, Andrew Bateman, "A Closer Look at Subsection 88(1.5) of the Income Tax Act", Resource Sector Taxation, Vol. VIII, No. 3, 2011, p. 591.

Subsection 88(1.7) - Interpretation

Administrative Policy

21 November 2011 External T.I. 2011-0418971E5 - subsection 88(1.7)

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Subsection 88(2) - Winding-up of Canadian corporation

See Also

Re Martin and F.P. Bourgault Industries Air Seeder Division Ltd. (1987), 45 DLR (4th) 296 (Sask. C.A.)

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85956 Holdings Ltd. v. Fayerman Bros. Ltd., [1985] 2 WWR 647 (Sask QB)

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Administrative Policy

26 November 2014 External T.I. 2014-0551641E5 F - Winding-up and subsection 42(1)

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 42 corporation permitted to claim litigation loss following effective time of winding-up 94
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) effective time of winding-up not delayed by potential litigation liability 94

10 December 2013 External T.I. 2013-0480771E5 F - Winding-Up of a Corporation

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2013 Ruling 2012-0443081R3 - Distribution of pre-72 Capital Surplus on Hand

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Articles

O'Connor, "Revisiting Pre-1972 Capital Surplus on Hand (the More Things Change, the More They Stay the Same)", Personal Tax Planning, 1996 Canadian Tax Journal, Vol. 44, No. 2, p. 501.

Paragraph 88(2)(a)

Articles

Derek T. Dalsin, "ECP-Related CDA Dividend “In the Course of a Winding Up” Pre-2017", Canadian Tax Highlights, Vol. 27, No. 8, August 2019, p. 1

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Paragraph 88(2)(b)

Subparagraph 88(2)(b)(i)

Administrative Policy

6 October 2017 APFF Roundtable Q. 4, 2017-0709021C6 F - CDA and Winding-up of a corporation

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Subsection 88(2.1)

Administrative Policy

15 October 1991 T.I. (Tax Window, No. 11, p. 8, ¶1525)

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 54 - Adjusted Cost Base 44

Subsection 88(3) - Liquidation and dissolution of foreign affiliate

See Also

Dauphin Plains Credit Union Ltd. v. Xyloid Industries Ltd., 80 DTC 6123, [1980] CTC 247, [1980] 1 S.C.R. 1182

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Words and Phrases
liquidation winding-up

Administrative Policy

16 May 2018 IFA Roundtable Q. 5, 2018-0745501C6 - Meaning of “merged or combined” in 40(3.5)(c)(i)

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 40 - Subsection 40(3.5) - Paragraph 40(3.5)(c) - Subparagraph 40(3.5)(c)(i) suspended loss on the sale of CFA to Subco was not de-suspended on s. 88(3) wind-up of CFA 199

17 July 2014 External T.I. 2014-0536331E5 - Foreign affiliate liquidation and dissolution

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14 August 2008 External T.I. 2004-0104691E5 - Conversion of a LLC to a LP

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26 October 2007 External T.I. 2005-0137641E5 - Dissolution of Foreign Affiliate

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IT-126R2, "Meaning of 'Winding-Up' ", March 20, 1995

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Articles

Patrick Marley, "Foreign Affiliate Mergers and Liquidations - Navigating Proposed Changes", Canadian Current Tax, Vol. 16, No. 12, September 2006, p. 125.

Dale S. Meister, "Foreign Affiliate Update", Canadian Petroleum Tax Journal, Vol. 19, No. 1

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Paragraph 88(3)(d)

Administrative Policy

3 February 2016 External T.I. 2014-0548111E5 - U.S. tax paid in respect of an LLC's income

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 126 - Subsection 126(7) - Non-Business-Income Tax LLC tax paid by Cdn member not re business 163
Tax Topics - Income Tax Act - Section 20 - Subsection 20(11) only income was taxable capital gains 131
Tax Topics - Income Tax Act - Section 20 - Subsection 20(12) s. 20(14) deduction for US operating-income taxes imposed on Cdn LLC member even where his only Cdn income from LLC is taxable capital gain 418
Tax Topics - Income Tax Act - Section 126 - Subsection 126(1) FTC for US operating-income taxes imposed on Cdn LLC member even where his only Cdn income from LLC is taxable capital gain 316
Tax Topics - Treaties - Income Tax Conventions - Article 24 Treaty sourcing rule does not trench on domestic FTC 208

9 January 2003 Internal T.I. 2002-0178147 - Dissolution of foreign Affiliate

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16 January 1998 External T.I. 9722935 - DISTRIBUTIONS FROM U.S. CORPORATION

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Subsection 88(3.3) - Suppression election

Articles

Geoffrey S. Turner, "June 2014 Election Deadlines for Retroactive Application of New Foreign Affiliate Reorganization Rules", CCH International Tax, No. 74, February 2014, p. 1.

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Eric Lockwood, Maria Lopes, "Subsection 88(3): Deferring Gains on Liquidation and Dissolution", Canadian Tax Journal (2013) 61:1, 209-28, p. 209

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Subsection 88(3.4) - Conditions for subsection (3.3) election

Commentary

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Articles

Clara Pham, Alex Feness, "CFA Suppression Election: Potential Risks", Canadian Tax Focus, Vol. 3, No. 3, August 2013, p. 2

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Subsection 88(4) - Amalgamation deemed not to be acquisition of control

Paragraph 88(4)(b)

Commentary

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Administrative Policy

2012 Ruling 2012-0451421R3 - Purchase of Target and bump

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2008 Ruling 2007-0240271R3 - Purchase and bump

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18 December 2002 External T.I. 2002-0130715 - Availability of Bump After Amalgamation

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2001 Ruling 2001-0110363 - XXXXXXXXXX

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8 March 1990 T.I. (August 1990 Access Letter, ¶1375)

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Articles

Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

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