A family trust (“Trust”) distributed the taxable portion of its gain on the sale of qualified small business corporation shares (of Opco) to its beneficiaries (Mr. and Mrs. X, and their children, Child X and Y, aged 15 and 22) who claimed the s. 110.6 deduction. The Trust and its beneficiaries then used their sales proceeds to subscribe for the shares of a newly-incorporated holding company (Holdco): Trust – 50% of the Holdco shares; Mr. and Mrs. X – 20% each; and Child X and Y – 5% each). Holdco generated $150,000 from investing these funds in the stock market and paid a $100,000 dividend pro rata to its shareholders, so that Child Y received a $5,000 dividend.
CRA indicated that if Holdco instead was carrying on a business and, thus, a related business respecting Child Y, Child Y would not hold excluded shares given a shareholding of only 5%.
Child Y could not benefit from the exclusion for arm’s length capital contributions provided in s. (f)(ii) of the "excluded amount" definition given that the capital subscribed for Holdco shares came from a taxable capital gain from the disposition of property which directly or indirectly came from a related business (i.e., the shares of Opco).