Opco has two resident shareholders (Holdco and Ms. X) each owning a bloc of 50 common shares with an adjusted cost base (“ACB”) of $5,000, a fair market value (“FMV”) of $500,000 and safe income on hand of $450,000. Opco paid a $700,000 stock dividend in the form of 1,000 preferred shares with a redemption amount and FMV of $700 per share and aggregate paid-up capital (“PUC”) of $1. How does the Opco safe income of $900,000 contribute to gains on the (stock dividend) preferred shares and the common shares in light of ss. 55(2.3) and 52(3)(a)? CRA responded:
[T]he amount of the stock dividend… deemed to be a separate dividend for the purpose of applying subsection 55(2) is $350,000, and this amount is deemed to reduce Opco’s safe income that contributes to the gain on the 50 common shares, pursuant to paragraph 55(2.3)(b). Immediately after the stock dividend is paid, Holdco will own (i) 500 preferred shares with a FMV and an ACB of $350,000, pursuant to paragraph 52(3)(a) and (ii) 50 common shares with a FMV of $150,000 and an ACB of $5,000, resulting in an inherent capital gain of $145,000. At that time, Opco has $100,000 of safe income that contributes to the inherent capital gain on Holdco’s original 50 common shares. The other $350,000 of safe income is now reflected in the ACB of the 500 preferred shares…pursuant to paragraph 52(3)(a).
…Ms. X, immediately after the stock dividend… will own (i) 500 preferred shares of Opco with a FMV of $350,000 and an ACB of $0.50 (footnote 1), resulting in an inherent gain of $349,999.50 and (ii) 50 common shares of Opco with a FMV of $150,000 and an ACB of $5,000, resulting in an inherent gain of $145,000. Opco’s safe income that contributes to the gain on the 50 common shares held by Ms. X is not reduced by the stock dividend paid… . This safe income of $450,000 will be apportioned between Ms. X’s 500 preferred shares issued as a stock dividend and her original 50 common shares based on their respective gains, as determined after the payment of the stock dividend. …[T] he safe income that reasonably contributes to the $350,000 inherent capital gain on Ms. X’s 500 preferred shares is therefore $318,182 …= $350,000/$495,000…X $450,000… and the safe income that reasonably contributes to the $145,000 inherent capital gain on Ms. X’s original 50 common shares is $131,818… = $145,000/$495,000 X $450,000… .