11 October 2013 APFF Roundtable, 2013-0495751C6 F - Time of an Acquisition of Control -- summary under Subsection 256(9)

The questioner asserted:

It is generally accepted that the "particuar time on a day" when "control of a corporation is acquired" is the time at which the transaction documents are signed.

The questioner then postulated that the control of ABC Inc. is acquired by Mr. X at 13:30 on July 26, 2013 when the signature of the sales agreement, endorsement of the share certificates and payment of the purchase price take place. However, given that the cut-off for financial purposes will be the end of the day, the following clause was inserted in the sale agreement:

Notwithstanding the time of the signing of this agreement between the parties, the parties agree that for the purposes of subsection 256(9), the time when the control of ABC Inc. will be acquired by Mr. X will be at 0 hours on Saturday, July 27, 2013.

CRA stated (TaxInterpretations translation):

Subsection 256(9) does not allow a corporation to choose a time of acquisition of control that would be different from when the control of the corporation is actually acquired.

... ABC Inc. could not choose for the purposes of subsection 256(9) to have an acquisition of control by Mr. X occur at 0 hours on Saturday, July 27, 2013, if Mr. X actually became the owner of the shares of the capital stock of ABC Inc. at 13:30 hours on Friday, July 26, 2013 and acquired the control of ABC Inc. at that time.

1990 Round Table, Q.39: Respecting where Corporations A and B are amalgamated on the same day in which control of Corporation B was acquired by Corporation A, and no election is made under s. 256(9).

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