Current structure
Sub1 and Sub2 (both taxable Canadian corporations and wholly-owned subsidiaries of Parent who, like them, has a calendar year end) are currently the sole partners of a general partnership (“Partnership”). Following the purchase of Sub2 by Parent, Partnership was formed by a predecessor by amalgamation to Parent and Subco2 in order for income from the Partnership business to be allocated to Sub2, which had non-capital losses. Parent and Sub2 made a “single-tier fiscal period alignment,” as a consequence of which each had “eligible alignment income” which was included in “qualifying transitional income” and each was eligible to claim a transitional reserve under s. 34.2(11). S. 34.2(14) preserved Parent’s eligibility to continue to claim the reserve after Parent’s transfer of its interest in Partnership to Corp1 (a corporation related to Parent). Sub1 was indebted to Partnership under the demand non-interest bearing “Sub1-Partnership Note”), and Parent was indebted to Partnership under the “Parent-Partnership Note,” which was interest bearing and payable on demand.
Proposed transactions
Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). As a consequence Partnership will cease to exist, Sub1 will become the sole owner of all the Partnership property and Sub1 will become subject to all the remaining obligations of Partnership, and immediately after the time that Partnership ceased to exist, Sub1 will carry on alone the business that was the business of Partnership.
Rulings
Parent will be deemed, for purposes of s. 34.2(13)(a) to be a member of Partnership continuously until the end of Parent’s taxation year ending on XXXXXXXXXX. Parent and Sub2 may, in computing its income for its taxation year ending on XXXXXXXXXX, claim a reserve as provided in s. 34.2(11). Neither s. 34.2(13) nor s. 34.2(18) will apply to deny Parent’s or Sub2’s claim under s. 34.2(11) in computing its income for its taxation year ending on XXXXXXXXXX.