X (an individual) holds 799,000 Class A common shares of Opco having a safe income on hand (“SIOH”) of $1M and a FMV of $1.8M. Opco pays a stock dividend of Class B shares which are voting, participating, bear discretionary dividends and are redeemable by Opco for $1, which is their PUC. X incorporates Holdco and transfers the Class B shares to Holdco under s. 85(1). Opco then pays a $1M dividend to Holdco. Does s. 55(2) apply? What if instead there is a $1M s. 84(1) dividend?
After noting that there was no transfer of safe income to the Class B share in light of its nominal value and taking into account CRA’s “long-standing position on the transfer of safe income on a stock dividend – “and no SIOH would contribute to the hypothetical capital gain on the class "B" share in the capital stock of Opco held by Holdco,” CRA noted that accordingly:
If all other conditions were satisfied, subsection 55(2) would apply in respect of the dividend of $1 million. …
If Opco proceeded with an increase in PUC rather than a cash dividend…the CRA would have the same answer… .