C-4.1, applies to the investment fund of that predecessor corporation; and(b)on the amalgamation the credit union disposes of the investment deposit for consideration that consists solely of shares of a class of the capital stock of the new corporation.
(a)there shall be deducted that proportion of the amount, if any, by which the paid-up capital, determined without reference to this subsection, in respect of all the shares of the capital stock of the new corporation immediately after the amalgamation or merger exceeds the total of all amounts each of which is the paid-up capital in respect of a share (except a share held by any other predecessor corporation) of the capital stock of a predecessor corporation immediately before the amalgamation or merger, that(i)the paid-up capital, determined without reference to this subsection, of the particular class of shares of the capital stock of the new corporation immediately after the amalgamation or mergeris of(ii)the paid-up capital, determined without reference to this subsection, in respect of all of the issued and outstanding shares of the capital stock of the new corporation immediately after the amalgamation or merger; and(b)there shall be added an amount equal to the lesser of(i)the amount, if any, by which(A)the total of all amounts each of which is an amount deemed by subsection 84(3), 84(4) or 84(4.1) to be a dividend on shares of the particular class paid by the new corporation before the particular timeexceeds(B)the total that would be determined under clause 87(3)(b)(i)(A) if this Act were read without reference to paragraph 87(3)(a), and(ii)the amount required by paragraph 87(3)(a) to be deducted in computing the paid-up capital of shares of the particular class.
(i)the paid-up capital, determined without reference to this subsection, of the particular class of shares of the capital stock of the new corporation immediately after the amalgamation or merger
(ii)the paid-up capital, determined without reference to this subsection, in respect of all of the issued and outstanding shares of the capital stock of the new corporation immediately after the amalgamation or merger; and
(i)the amount, if any, by which(A)the total of all amounts each of which is an amount deemed by subsection 84(3), 84(4) or 84(4.1) to be a dividend on shares of the particular class paid by the new corporation before the particular timeexceeds(B)the total that would be determined under clause 87(3)(b)(i)(A) if this Act were read without reference to paragraph 87(3)(a), and(ii)the amount required by paragraph 87(3)(a) to be deducted in computing the paid-up capital of shares of the particular class.
(A)the total of all amounts each of which is an amount deemed by subsection 84(3), 84(4) or 84(4.1) to be a dividend on shares of the particular class paid by the new corporation before the particular time
(B)the total that would be determined under clause 87(3)(b)(i)(A) if this Act were read without reference to paragraph 87(3)(a), and
(a)there is an amalgamation of 2 or more corporations,(b)all of the issued shares, immediately before the amalgamation, of each class of shares (other than a class of shares all of the issued shares of which were cancelled on the amalgamation) of the capital stock of each predecessor corporation (in this subsection referred to as the “exchanged class”) are converted into all of the issued shares, immediately after the amalgamation, of a separate class of shares of the capital stock of the new corporation (in this subsection referred to as the “substituted class”),(c)immediately after the amalgamation, the number of shareholders of each substituted class, the number of shares of each substituted class owned by each shareholder, the number of issued shares of each substituted class, the terms and conditions of each share of a substituted class, and the paid-up capital of each substituted class determined without reference to the provisions of this Act are identical to the number of shareholders of the exchanged class from which the substituted class was converted, the number of shares of each such exchanged class owned by each shareholder, the number of issued shares of each such exchanged class, the terms and conditions of each share of such exchanged class, and the paid-up capital of each such exchanged class determined without reference to the provisions of this Act, respectively, immediately before the amalgamation, and(d)the new corporation elects in its return of income filed in accordance with section 150 for its first taxation year to have the provisions of this subsection apply,
(e)subsection 87(3) does not apply in respect of the amalgamation, and(f)each substituted class shall be deemed to be the same as, and a continuation of, the exchanged class from which it was converted.
(a)to have disposed of the old shares for proceeds equal to the total of the adjusted cost bases to the shareholder of those shares immediately before the amalgamation, and(b)to have acquired the new shares of any particular class of the capital stock of the new corporation at a cost to the shareholder equal to that proportion of the proceeds described in paragraph 87(4)(a) that(i)the fair market value, immediately after the amalgamation, of all new shares of that particular class so acquired by the shareholder,is of(ii)the fair market value, immediately after the amalgamation, of all new shares so acquired by the shareholder,
(i)the fair market value, immediately after the amalgamation, of all new shares of that particular class so acquired by the shareholder,
(ii)the fair market value, immediately after the amalgamation, of all new shares so acquired by the shareholder,
(c)the shareholder shall be deemed to have disposed of the old shares for proceeds of disposition equal to the lesser of(i)the total of the adjusted cost bases to the shareholder, immediately before the amalgamation, of the old shares and the gift portion, and(ii)the fair market value of the old shares immediately before the amalgamation,(d)the shareholder’s capital loss from the disposition of the old shares shall be deemed to be nil, and(e)the cost to the shareholder of any new shares of any class of the capital stock of the new corporation acquired by the shareholder on the amalgamation shall be deemed to be that proportion of the lesser of(i)the total of the adjusted cost bases to the shareholder, immediately before the amalgamation, of the old shares, and(ii)the total of the fair market value, immediately after the amalgamation, of all new shares so acquired by the shareholder and the amount that, but for paragraph 87(4)(d), would have been the shareholder’s capital loss from the disposition of the old sharesthat(iii)the fair market value, immediately after the amalgamation, of the new shares of that class so acquired by the shareholderis of(iv)the fair market value, immediately after the amalgamation, of all new shares so acquired by the shareholder,
(i)the total of the adjusted cost bases to the shareholder, immediately before the amalgamation, of the old shares and the gift portion, and(ii)the fair market value of the old shares immediately before the amalgamation,
(i)the total of the adjusted cost bases to the shareholder, immediately before the amalgamation, of the old shares, and(ii)the total of the fair market value, immediately after the amalgamation, of all new shares so acquired by the shareholder and the amount that, but for paragraph 87(4)(d), would have been the shareholder’s capital loss from the disposition of the old shares
(iii)the fair market value, immediately after the amalgamation, of the new shares of that class so acquired by the shareholder
(iv)the fair market value, immediately after the amalgamation, of all new shares so acquired by the shareholder,
(a)the new share shall be deemed to have been issued at the time the exchanged share was issued;(b)if the exchanged share was issued under an agreement in writing, the new share shall be deemed to have been issued under that agreement; and(c)the new corporation shall be deemed to be the same corporation as, and a continuation of, each such predecessor corporation.
(a)the new share shall be deemed to have been issued at the time the exchanged share was issued;(b)where the exchanged share was a share described in paragraph (a), (b), (c) or (d) of the definitiongrandfathered sharein subsection 248(1), the new share shall be deemed to be the same share as the exchanged share for the purposes of that definition;(c)the new share shall be deemed to have been acquired by the shareholder at the time the exchanged share was acquired by the shareholder;(d)the new corporation shall be deemed to be the same corporation as, and a continuation of, each predecessor corporation;(e)an election made under subsection 191.2(1) by a predecessor corporation with respect to the class of shares of its capital stock to which the exchanged share belonged shall be deemed to be an election made by the new corporation with respect to the class of shares of its capital stock to which the new share belongs; and(f)where the terms or conditions of the exchanged share or an agreement in respect of the exchanged share specify an amount in respect of the exchanged share for the purposes of subsection 191(4) and an amount equal to the amount so specified in respect of the exchanged share is specified in respect of the new share for the purposes of subsection 191(4),(i)for the purposes of subparagraphs 191(4)(d)(i) and 191(4)(e)(i), the new share shall be deemed to have been issued for the same consideration as that for which the exchanged share was issued and to have been issued for the purpose for which the exchanged share was issued,(ii)for the purposes of subparagraphs 191(4)(d)(ii) and 191(4)(e)(ii), the new share shall be deemed to be the same share as the exchanged share and to have been issued for the purpose for which the exchanged share was issued, and(iii)where the shareholder received no consideration for the disposition of the exchanged share other than the new share, for the purposes of subsection 191(4),(A)in the case of an exchanged share to which subsection 191(4) applies because of paragraph 191(4)(a), the new share shall be deemed to have been issued for consideration having a fair market value equal to the consideration for which the exchanged share was issued, and(B)in the case of an exchanged share to which subsection 191(4) applies because of an event described in paragraph 191(4)(b) or 191(4)(c), the consideration for which the new share was issued shall be deemed to have a fair market value equal to the fair market value of the exchanged share immediately before the time that event occurred.
(i)for the purposes of subparagraphs 191(4)(d)(i) and 191(4)(e)(i), the new share shall be deemed to have been issued for the same consideration as that for which the exchanged share was issued and to have been issued for the purpose for which the exchanged share was issued,(ii)for the purposes of subparagraphs 191(4)(d)(ii) and 191(4)(e)(ii), the new share shall be deemed to be the same share as the exchanged share and to have been issued for the purpose for which the exchanged share was issued, and(iii)where the shareholder received no consideration for the disposition of the exchanged share other than the new share, for the purposes of subsection 191(4),(A)in the case of an exchanged share to which subsection 191(4) applies because of paragraph 191(4)(a), the new share shall be deemed to have been issued for consideration having a fair market value equal to the consideration for which the exchanged share was issued, and(B)in the case of an exchanged share to which subsection 191(4) applies because of an event described in paragraph 191(4)(b) or 191(4)(c), the consideration for which the new share was issued shall be deemed to have a fair market value equal to the fair market value of the exchanged share immediately before the time that event occurred.
(A)in the case of an exchanged share to which subsection 191(4) applies because of paragraph 191(4)(a), the new share shall be deemed to have been issued for consideration having a fair market value equal to the consideration for which the exchanged share was issued, and(B)in the case of an exchanged share to which subsection 191(4) applies because of an event described in paragraph 191(4)(b) or 191(4)(c), the consideration for which the new share was issued shall be deemed to have a fair market value equal to the fair market value of the exchanged share immediately before the time that event occurred.
(a)there is an amalgamation of two or more corporations each of which is a principal-business corporation (within the meaning assigned by subsection 66(15)) or a corporation that at no time carried on business,(b)a predecessor corporation entered into an agreement with a person at a particular time for consideration given by the person to the predecessor corporation,(c)for the consideration under the agreement(i)a share (in this subsection referred to as the “old share”) of the predecessor corporation that was a flow-through share (other than a right to acquire a share) was issued to the person before the amalgamation, or(ii)a right was issued to the person before the amalgamation to acquire a share that would, if it were issued, be a flow-through share, and(d)the new corporation(i)issues, on the amalgamation and in consideration for the disposition of the old share, a share (in this subsection referred to as a “new share”) of any class of its capital stock to the person (or to any person or partnership that subsequently acquired the old share) and the terms and conditions of the new share are the same as, or substantially the same as, the terms and conditions of the old share, or(ii)is, because of the right referred to in subparagraph (c)(ii), obliged after the amalgamation to issue to the person a share of any class of the new corporation’s capital stock that would, if it were issued, be a flow-through share,
(i)a share (in this subsection referred to as the “old share”) of the predecessor corporation that was a flow-through share (other than a right to acquire a share) was issued to the person before the amalgamation, or(ii)a right was issued to the person before the amalgamation to acquire a share that would, if it were issued, be a flow-through share, and
(i)issues, on the amalgamation and in consideration for the disposition of the old share, a share (in this subsection referred to as a “new share”) of any class of its capital stock to the person (or to any person or partnership that subsequently acquired the old share) and the terms and conditions of the new share are the same as, or substantially the same as, the terms and conditions of the old share, or(ii)is, because of the right referred to in subparagraph (c)(ii), obliged after the amalgamation to issue to the person a share of any class of the new corporation’s capital stock that would, if it were issued, be a flow-through share,
(e)the person shall be deemed to have given the consideration under the agreement to the new corporation for the issue of the new share,(f)the agreement shall be deemed to have been entered into between the new corporation and the person at the particular time,(g)the new share shall be deemed to be a flow-through share of the new corporation, and(h)the new corporation shall be deemed to be the same corporation as, and a continuation of, the predecessor corporation.
(a)to have disposed of the old option for proceeds equal to the adjusted cost base to the taxpayer of that option immediately before the amalgamation, and(b)to have acquired the new option at a cost to the taxpayer equal to the proceeds described in paragraph 87(5)(a),
(a)there shall be deducted after that time in computing the adjusted cost base to the taxpayer of the new option the total of all amounts deducted under paragraph 53(2)(g.1) in computing, immediately before that time, the adjusted cost base to the taxpayer of the old option; and(b)the amount determined under paragraph 87(5.1)(a) shall be added after that time in computing the adjusted cost base to the taxpayer of the new option.
(a)to have disposed of the old property for proceeds equal to the adjusted cost base to the taxpayer of that property immediately before the amalgamation; and(b)to have acquired the new property at a cost to the taxpayer equal to the proceeds described in paragraph 87(6)(a).
(a)there shall be deducted after that time in computing the adjusted cost base to the taxpayer of the bond, debenture or note the total of all amounts deducted under paragraph 53(2)(g.1) in computing, immediately before that time, the adjusted cost base to the taxpayer of the property for which the particular property was exchanged at that time; and(b)the amount determined under paragraph 87(6.1)(a) in respect of the particular property shall be added after that time in computing the adjusted cost base to the taxpayer of the particular property.
(a)a debt or other obligation of a predecessor corporation that was outstanding immediately before the amalgamation became a debt or other obligation of the new corporation on the amalgamation, and(b)the amount payable by the new corporation on the maturity of the debt or other obligation, as the case may be, is the same as the amount that would have been payable by the predecessor corporation on its maturity,
(c)shall not apply in respect of the transfer of the debt or other obligation to the new corporation, and(d)shall apply as if the new corporation had incurred or issued the debt or other obligation at the time it was incurred or issued by the predecessor corporation under the agreement made on the day on which the predecessor corporation made an agreement under which the debt or other obligation was issued,
(a)“amalgamation” were read as “foreign merger”;(b)“predecessor corporation” were read as “predecessor foreign corporation”; and(c)“new corporation” were read as “new foreign corporation or the foreign parent corporation”.
(a)all or substantially all the property (except amounts receivable from any predecessor foreign corporation or shares of the capital stock of any predecessor foreign corporation) of the predecessor foreign corporations immediately before the merger or combination becomes property of the new foreign corporation as a consequence of the merger or combination;(b)all or substantially all the liabilities (except amounts payable to any predecessor foreign corporation) of the predecessor foreign corporations immediately before the merger or combination become liabilities of the new foreign corporation as a consequence of the merger or combination; and(c)all or substantially all of the shares of the capital stock of the predecessor foreign corporations (except any shares or options owned by any predecessor foreign corporation) are exchanged for or become, because of the merger or combination,(i)shares of the capital stock of the new foreign corporation, or(ii)if, immediately after the merger, the new foreign corporation was controlled by another corporation (in this section referred to as the “foreign parent corporation”) that was resident in a country other than Canada, shares of the capital stock of the foreign parent corporation.
(i)shares of the capital stock of the new foreign corporation, or(ii)if, immediately after the merger, the new foreign corporation was controlled by another corporation (in this section referred to as the “foreign parent corporation”) that was resident in a country other than Canada, shares of the capital stock of the foreign parent corporation.
(a)the merger or combination is deemed to be a merger or combination of the predecessor foreign corporations to form one non-resident corporation;(b)the survivor corporation is deemed to be the non-resident corporation so formed;(c)all of the properties of the survivor corporation immediately before the merger or combination that are properties of the survivor corporation immediately after the merger or combination are deemed to become properties of the survivor corporation as a consequence of the merger or combination;(d)all of the liabilities of the survivor corporation immediately before the merger or combination that are liabilities of the survivor corporation immediately after the merger or combination are deemed to become liabilities of the survivor corporation as a consequence of the merger or combination;(e)all of the shares of the capital stock of the survivor corporation that were outstanding immediately before the merger or combination that are shares of the capital stock of the survivor corporation immediately after the merger or combination are deemed to become shares of the capital stock of the survivor corporation as a consequence of the merger or combination; and(f)all of the shares of the capital stock of each predecessor foreign corporation (other than the survivor corporation) that were outstanding immediately before the merger or combination and that cease to exist as a consequence of the merger or combination are deemed to be exchanged by the shareholders of each such predecessor corporation for shares of the survivor corporation as a consequence of the merger or combination.
(a)the new foreign corporation is, at the time that is immediately after the foreign merger, a foreign affiliate of the taxpayer;(b)shares of the capital stock of the new foreign corporation are, at that time, excluded property (as defined in subsection 95(1)) of another foreign affiliate of the taxpayer; and(c)the foreign merger is part of a transaction or event or a series of transactions or events that includes a disposition of shares of the capital stock of the new foreign corporation, or property substituted for the shares, to(i)a person (other than a foreign affiliate of the taxpayer in respect of which the taxpayer has a qualifying interest (within the meaning assigned by paragraph 95(2)(m)) at the time of the transaction or event or throughout the series, as the case may be) with whom the taxpayer was dealing at arm’s length immediately after the transaction, event or series, or(ii)a partnership a member of which is, immediately after the transaction, event or series, a person described in subparagraph (i).
(i)a person (other than a foreign affiliate of the taxpayer in respect of which the taxpayer has a qualifying interest (within the meaning assigned by paragraph 95(2)(m)) at the time of the transaction or event or throughout the series, as the case may be) with whom the taxpayer was dealing at arm’s length immediately after the transaction, event or series, or(ii)a partnership a member of which is, immediately after the transaction, event or series, a person described in subparagraph (i).
(a)there is at that time a foreign merger of two or more predecessor foreign corporations (within the meaning assigned by subsection (8.1), if that subsection and subsection (8.2) were read without reference to the expression “otherwise than as a result of the distribution of property to one corporation on the winding-up of another corporation”) that were, immediately before that time,(i)resident in the same country, and(ii)related to each other (determined without reference to paragraph 251(5)(b));(b)because of the foreign merger,(i)a predecessor foreign corporation (referred to in this subsection and subsection (8.5) as the “disposing predecessor foreign corporation”) disposes of a property (referred to in this subsection and subsection (8.5) as the “subject property”) that is, at that time,(A)a taxable Canadian property (other than treaty-protected property) of the disposing predecessor foreign corporation, and(B)any of the following:(I)a share of the capital stock of a corporation,(II)an interest in a partnership, and(III)an interest in a trust, and(ii)the subject property becomes property of a corporation that is a new foreign corporation for the purposes of subsection (8.1);(c)no shareholder (except any predecessor foreign corporation) that owned shares of the capital stock of a predecessor foreign corporation immediately before the foreign merger received consideration for the disposition of those shares on the foreign merger, other than shares of the capital stock of the new foreign corporation;(d)if the subject property is a share of the capital stock of a corporation or an interest in a trust, the corporation or trust is not, at any time in the 24-month period beginning at that time, as part of a transaction or event, or series of transactions or events including the foreign merger, subject to a loss restriction event; and(e)the new foreign corporation and the disposing predecessor foreign corporation jointly elect in writing under this paragraph in respect of the foreign merger and file the election with the Minister on or before the filing-due date of the disposing predecessor foreign corporation (or the date that would be its filing-due date, if subsection (8.5) did not apply in respect of the disposition of the subject property) for the taxation year that includes that time.
(i)resident in the same country, and(ii)related to each other (determined without reference to paragraph 251(5)(b));
(i)a predecessor foreign corporation (referred to in this subsection and subsection (8.5) as the “disposing predecessor foreign corporation”) disposes of a property (referred to in this subsection and subsection (8.5) as the “subject property”) that is, at that time,(A)a taxable Canadian property (other than treaty-protected property) of the disposing predecessor foreign corporation, and(B)any of the following:(I)a share of the capital stock of a corporation,(II)an interest in a partnership, and(III)an interest in a trust, and(ii)the subject property becomes property of a corporation that is a new foreign corporation for the purposes of subsection (8.1);
(A)a taxable Canadian property (other than treaty-protected property) of the disposing predecessor foreign corporation, and(B)any of the following:(I)a share of the capital stock of a corporation,(II)an interest in a partnership, and(III)an interest in a trust, and
(I)a share of the capital stock of a corporation,(II)an interest in a partnership, and(III)an interest in a trust, and
(a)if the subject property is an interest in a partnership,(i)the disposing predecessor foreign corporation is deemed not to dispose of the subject property (other than for the purposes of subsection (8.4)), and(ii)the new foreign corporation is deemed(A)to have acquired the subject property at a cost equal to the cost of the subject property to the disposing predecessor foreign corporation, and(B)to be the same corporation as, and a continuation of, the disposing predecessor foreign corporation in respect of the subject property; and(b)if the subject property is a share of the capital stock of a corporation or an interest in a trust,(i)the subject property is deemed to have been disposed of at that time by the disposing predecessor foreign corporation to the new foreign corporation (that is referred to in subparagraph (8.4)(b)(ii)) for proceeds of disposition equal to the adjusted cost base of the subject property to the disposing predecessor foreign corporation immediately before that time, and(ii)the cost of the subject property to the new foreign corporation is deemed to be the amount that is deemed by subparagraph (i) to be the proceeds of disposition of the subject property.
(i)the disposing predecessor foreign corporation is deemed not to dispose of the subject property (other than for the purposes of subsection (8.4)), and(ii)the new foreign corporation is deemed(A)to have acquired the subject property at a cost equal to the cost of the subject property to the disposing predecessor foreign corporation, and(B)to be the same corporation as, and a continuation of, the disposing predecessor foreign corporation in respect of the subject property; and
(A)to have acquired the subject property at a cost equal to the cost of the subject property to the disposing predecessor foreign corporation, and(B)to be the same corporation as, and a continuation of, the disposing predecessor foreign corporation in respect of the subject property; and
(i)the subject property is deemed to have been disposed of at that time by the disposing predecessor foreign corporation to the new foreign corporation (that is referred to in subparagraph (8.4)(b)(ii)) for proceeds of disposition equal to the adjusted cost base of the subject property to the disposing predecessor foreign corporation immediately before that time, and(ii)the cost of the subject property to the new foreign corporation is deemed to be the amount that is deemed by subparagraph (i) to be the proceeds of disposition of the subject property.
(a)for the purposes of paragraph 87(1)(c), subsection 87(4) and theIncome Tax Application Rules, any parent shares received by a shareholder of a predecessor corporation shall be deemed to be shares of the capital stock of the new corporation received by the shareholder by virtue of the merger;(a.1)for the purposes of subsections 87(4.1) and 87(4.2), a parent share issued to a shareholder in consideration for the disposition of a share of a class of the capital stock of a predecessor corporation shall be deemed to be a share of a class of the capital stock of the new corporation that was issued in consideration for the disposition of a share of a class of the capital stock of a predecessor corporation by that shareholder;(a.2)for the purposes of subsection 87(4.3), a right listed on a designated stock exchange to acquire a share of a class of the capital stock of the parent shall be deemed to be a right listed on a designated stock exchange to acquire a share of a class of the capital stock of the new corporation;(a.21)for the purpose of paragraph (4.4)(d)(i)each parent share received by a shareholder of a predecessor corporation is deemed to be a share of the capital stock of the new corporation issued to the shareholder by the new corporation on the merger, and(ii)any obligation of the parent to issue a share of any class of its capital stock to a person in circumstances described in subparagraph (4.4)(d)(ii) is deemed to be an obligation of the new corporation to issue a share to the person;(a.3)for the purpose of applying subsection 87(5) in respect of the merger, the reference in that subsection to “the new corporation” shall be read as a reference to “the parent”;(a.4)for the purpose of paragraph 87(9)(c), any shares of the new corporation acquired by the parent on the merger shall be deemed to be new shares;(a.5)for the purpose of applying subsection 87(10) in respect of the merger,(i)the reference in paragraph 87(10)(b) to “the new corporation” shall be read as a reference to “the new corporation or the parent, within the meaning assigned by subsection 87(9)”, and(ii)the references in paragraphs 87(10)(c) and 87(10)(f) to “the new corporation” shall be read as references to “the public corporation described in paragraph 87(9)(b)”.(b)in computing, at any particular time, the paid-up capital in respect of any particular class of shares of the capital stock of the parent that included parent shares immediately after the merger(i)there shall be deducted that proportion of the amount, if any, by which the paid-up capital, determined without reference to this paragraph, in respect of all the shares of the capital stock of the parent immediately after the merger exceeds the total of all amounts each of which is the paid-up capital in respect of a share of the capital stock of the parent or a predecessor corporation (other than any share of a predecessor corporation owned by the parent or by another predecessor corporation and any share of a predecessor corporation owned by a shareholder other than the parent or another predecessor corporation that was not exchanged on the merger for parent shares) immediately before the merger that(A)the paid-up capital, determined without reference to this paragraph, in respect of that particular class of shares of the capital stock of the parent immediately after the mergeris of(B)the paid-up capital, determined without reference to this paragraph, in respect of all the issued and outstanding shares of the classes of the capital stock of the parent that included parent shares immediately after the merger, and(ii)there shall be added an amount equal to the lesser of(A)the amount, if any, by which(I)the total of all amounts each of which is an amount deemed by subsection 84(3), 84(4) or 84(4.1) to be a dividend on shares of the particular class paid by the parent before the particular timeexceeds(II)the total that would be determined under subclause 87(9)(b)(ii)(A)(I) if this Act were read without reference to subparagraph 87(9)(b)(i), and(B)the amount required by subparagraph 87(9)(b)(i) to be deducted in computing the paid-up capital of shares of the particular class; and(c)notwithstanding paragraph 87(4)(b), the parent shall be deemed to have acquired the new shares of any particular class of the capital stock of the new corporation at a cost equal to the total of(i)the amount otherwise determined under paragraph 87(4)(b) to be the cost of those shares, and(ii)in any case where the parent owned, immediately after the merger, all the issued shares of the capital stock of the new corporation, such portion of(A)the amount, if any, by which(I)the amount by which the total of the money on hand of the new corporation and all amounts each of which is the cost amount to the new corporation of a property owned by it, immediately after the merger, exceeds the total of all amounts each of which is the amount of any debt owing by the new corporation, or of any other obligation of the new corporation to pay any amount, that was outstanding immediately after the merger,exceeds(II)the total of the adjusted cost bases to the parent of all shares of the capital stock of each predecessor corporation beneficially owned by it immediately before the mergeras is designated by the parent in respect of the shares of that particular class in its return of income under this Part for its taxation year in which the merger occurred, except that(B)in no case shall the amount so designated in respect of the shares of a particular class exceed the amount, if any, by which the total fair market value, immediately after the merger, of the shares of that particular class issued by virtue of the merger exceeds the cost of those shares to the parent determined without reference to this paragraph, and(C)in no case shall the total of the amounts so designated in respect of the shares of each class of the capital stock of the new corporation exceed the amount determined under clause 87(9)(c)(ii)(A).
(i)each parent share received by a shareholder of a predecessor corporation is deemed to be a share of the capital stock of the new corporation issued to the shareholder by the new corporation on the merger, and(ii)any obligation of the parent to issue a share of any class of its capital stock to a person in circumstances described in subparagraph (4.4)(d)(ii) is deemed to be an obligation of the new corporation to issue a share to the person;
(i)the reference in paragraph 87(10)(b) to “the new corporation” shall be read as a reference to “the new corporation or the parent, within the meaning assigned by subsection 87(9)”, and(ii)the references in paragraphs 87(10)(c) and 87(10)(f) to “the new corporation” shall be read as references to “the public corporation described in paragraph 87(9)(b)”.
(i)there shall be deducted that proportion of the amount, if any, by which the paid-up capital, determined without reference to this paragraph, in respect of all the shares of the capital stock of the parent immediately after the merger exceeds the total of all amounts each of which is the paid-up capital in respect of a share of the capital stock of the parent or a predecessor corporation (other than any share of a predecessor corporation owned by the parent or by another predecessor corporation and any share of a predecessor corporation owned by a shareholder other than the parent or another predecessor corporation that was not exchanged on the merger for parent shares) immediately before the merger that(A)the paid-up capital, determined without reference to this paragraph, in respect of that particular class of shares of the capital stock of the parent immediately after the mergeris of(B)the paid-up capital, determined without reference to this paragraph, in respect of all the issued and outstanding shares of the classes of the capital stock of the parent that included parent shares immediately after the merger, and(ii)there shall be added an amount equal to the lesser of(A)the amount, if any, by which(I)the total of all amounts each of which is an amount deemed by subsection 84(3), 84(4) or 84(4.1) to be a dividend on shares of the particular class paid by the parent before the particular timeexceeds(II)the total that would be determined under subclause 87(9)(b)(ii)(A)(I) if this Act were read without reference to subparagraph 87(9)(b)(i), and(B)the amount required by subparagraph 87(9)(b)(i) to be deducted in computing the paid-up capital of shares of the particular class; and
(A)the paid-up capital, determined without reference to this paragraph, in respect of that particular class of shares of the capital stock of the parent immediately after the merger
(B)the paid-up capital, determined without reference to this paragraph, in respect of all the issued and outstanding shares of the classes of the capital stock of the parent that included parent shares immediately after the merger, and
(A)the amount, if any, by which(I)the total of all amounts each of which is an amount deemed by subsection 84(3), 84(4) or 84(4.1) to be a dividend on shares of the particular class paid by the parent before the particular timeexceeds(II)the total that would be determined under subclause 87(9)(b)(ii)(A)(I) if this Act were read without reference to subparagraph 87(9)(b)(i), and(B)the amount required by subparagraph 87(9)(b)(i) to be deducted in computing the paid-up capital of shares of the particular class; and
(I)the total of all amounts each of which is an amount deemed by subsection 84(3), 84(4) or 84(4.1) to be a dividend on shares of the particular class paid by the parent before the particular time
(II)the total that would be determined under subclause 87(9)(b)(ii)(A)(I) if this Act were read without reference to subparagraph 87(9)(b)(i), and
(i)the amount otherwise determined under paragraph 87(4)(b) to be the cost of those shares, and(ii)in any case where the parent owned, immediately after the merger, all the issued shares of the capital stock of the new corporation, such portion of(A)the amount, if any, by which(I)the amount by which the total of the money on hand of the new corporation and all amounts each of which is the cost amount to the new corporation of a property owned by it, immediately after the merger, exceeds the total of all amounts each of which is the amount of any debt owing by the new corporation, or of any other obligation of the new corporation to pay any amount, that was outstanding immediately after the merger,exceeds(II)the total of the adjusted cost bases to the parent of all shares of the capital stock of each predecessor corporation beneficially owned by it immediately before the mergeras is designated by the parent in respect of the shares of that particular class in its return of income under this Part for its taxation year in which the merger occurred, except that(B)in no case shall the amount so designated in respect of the shares of a particular class exceed the amount, if any, by which the total fair market value, immediately after the merger, of the shares of that particular class issued by virtue of the merger exceeds the cost of those shares to the parent determined without reference to this paragraph, and(C)in no case shall the total of the amounts so designated in respect of the shares of each class of the capital stock of the new corporation exceed the amount determined under clause 87(9)(c)(ii)(A).
(A)the amount, if any, by which(I)the amount by which the total of the money on hand of the new corporation and all amounts each of which is the cost amount to the new corporation of a property owned by it, immediately after the merger, exceeds the total of all amounts each of which is the amount of any debt owing by the new corporation, or of any other obligation of the new corporation to pay any amount, that was outstanding immediately after the merger,exceeds(II)the total of the adjusted cost bases to the parent of all shares of the capital stock of each predecessor corporation beneficially owned by it immediately before the merger
(I)the amount by which the total of the money on hand of the new corporation and all amounts each of which is the cost amount to the new corporation of a property owned by it, immediately after the merger, exceeds the total of all amounts each of which is the amount of any debt owing by the new corporation, or of any other obligation of the new corporation to pay any amount, that was outstanding immediately after the merger,
(II)the total of the adjusted cost bases to the parent of all shares of the capital stock of each predecessor corporation beneficially owned by it immediately before the merger
(B)in no case shall the amount so designated in respect of the shares of a particular class exceed the amount, if any, by which the total fair market value, immediately after the merger, of the shares of that particular class issued by virtue of the merger exceeds the cost of those shares to the parent determined without reference to this paragraph, and(C)in no case shall the total of the amounts so designated in respect of the shares of each class of the capital stock of the new corporation exceed the amount determined under clause 87(9)(c)(ii)(A).
(a)a new corporation is formed as a result of an amalgamation,(b)the new corporation is a public corporation,(c)the new corporation issues a share (in this subsection referred to as the “new share”) of its capital stock,(d)the new share is issued in exchange for a share (in this subsection referred to as the “old share”) of the capital stock of a predecessor corporation,(e)immediately before the amalgamation, the old share was listed on a designated stock exchange, and(f)the new share is redeemed, acquired or cancelled by the new corporation within 60 days after the amalgamation,
(a)the shares of the subsidiary are deemed to have been disposed of by the parent immediately before the amalgamation for proceeds equal to the proceeds that would be determined under paragraph 88(1)(b) if subsections 88(1) and 88(1.7) applied, with any modifications that the circumstances require, to the amalgamation; and(b)the cost to the new corporation of each capital property of the subsidiary acquired on the amalgamation is deemed to be the amount that would have been the cost to the parent of the property if the property had been distributed at that time to the parent on a winding-up of the subsidiary and subsections 88(1) and 88(1.7) had applied to the winding-up.
[NOTE: Application provisions are not included in the consolidated textsee relevant amending Acts and regulations.]R.S., 1985, c. 1 (5th Supp.), s. 871994, c. 7, Sch