The Agency was advised that under the corporate law of the Czech Republic, there was a distinction between a wind-up with liquidation of a subsidiary (under which an appointed liquidator sold all property of the company and settled all obligations) and a wind-up of a subsidiary into its sole member/shareholder without liquidation where the business assets were transferred to the sole member. In discussing whether either procedure would qualify as "a liquidation and a dissolution" for purposes of s. 95(2)(e.1), the Agency indicated that the question to be answered was whether these procedures corresponded to the nature of a liquidation and a dissolution under Canadian corporate law and stated:
[L]iquidation refers to the act of satisfying the creditors and distributing the remaining assets to its shareholders.
Under our law, a corporation generally has to settle its debts and allocate the property to its shareholders in order to be dissolved. Even if that stage is not referred to as a liquidation under a particular enactment, where the property of the corporation is being distributed to the shareholder and the liabilities of the corporation are discharged, it will likely be qualified as a liquidation for the purposes of the Act. [citing Dauphin Plains]
...[W]hat you refer to as a "winding-up without liquidation" may be similar to what we consider a voluntary liquidation and dissolution under section 211 of the CBCA and provided that you have described Czech law accurately, it could be qualified as "a liquidation and a dissolution" for purposes of paragraph 95(2)(e.1) of the Act.