Background
A life insurance policy (the “Policy”) was issued to B, and subsequently transferred by him to Canco 1, so that Canco 1 became the beneficiary. Following his death and incorrect advice that the Policy had previously been cancelled, his estate sold Canco 1 to a third party (Canco 2). Following the two corporations’ amalgamation to form Amalco, the insurer issued a cheque to Canco 1, which was deposited by B’s widow (M) in the name of Canco 1.
Proposed transactions
Amalco will declare and pay to its Class J shareholders a dividend out of its capital dividend account, equal to the amount of the insurance proceeds received on the Policy, with the board electing under s. 83(2) on the full dividend amount. Those shareholders will then pay the proceeds, net of Amalco’s transactions costs, to M.
Rulings
Pursuant to s. (d)(ii) of “capital dividend account,” the Policy proceeds received by Amalco that exceed the Policy ACB to Canco 1 will be included in Amalco’s CDA, and s. 83(2.1) will not apply to the dividend.