Q.B.C.A. s. 91 of the new Q.B.C.A. permits a corporation to convert the shares of a particular class into shares of a new class, through a simple resolution of the board of directors, and with no filing of articles of amendment being required unless this is necessary to change the authorized share capital.
Is a s. 91 conversion an exchange of shares by a shareholder in the course of a reorganization of the capital within the meaning of ITA s. 86? CRA responded:
In general, the CRA is of the view that capital will be reorganized for the purposes of section 86 in the situation where the provisions of the corporation's incorporating act require an amendment of its articles.
In a situation where, for tax purposes, there is a disposition of a share held by a taxpayer resulting from a conversion permitted by Q.B.C.A. section 91, we believe that such a transaction would normally come within subsection 51(1), an automatic rollover provision. We are also of the view that the conversion provided for in Q.B.C.A. section 91 should not be considered as being made "in the course of a reorganization of the capital of a corporation". Section 86 would therefore be inapplicable.