Mr. A and Mr. B carried on business in a general partnership, whose most important asset (as to 85% of the total value) was goodwill. The partnership is wound up in reliance on s. 98(3) so that each receives a pro rata portion of the assets. Mr. A transfers his pro rata portion on a s. 85(1) rollover basis to a newly-incorporated wholly-owned corporation (A Inc.) and A Inc. then purchases the pro rata portion of the assets held by Mr. B.
After indicating that s. 98(5) likely would not apply, and turning to the application of s. 98(3) (including having regard to the difficulty of sharing goodwill) or s. 98(5), CRA stated:
[The provisions of subsection 98(3) could apply in the hypothetical situation described above with respect to the distribution to Mr. A and Mr. B of an undivided interest in each of AB's properties, provided that the conditions set out therein are satisfied.