following the death of Ms. X, who was the second wife of her previously-deceased husband, Holdco is controlled by A and B (children of the first wife), with the balance of 1/3 of the shares held by C, who is a son of Ms. X. They received such shares of Holdco from the estate at a cost equal to the shares' fair market value. C sells his shares of Holdco to A and B for cash (or, alternatively, a promissory note). A and B then transfer their shares of Holdco to Newco, and wind-up Holdco with a view to "bumping" the adjusted cost base of certain properties of Holdco.
Respecting a question as to whether s. 88(1)(c)(vi) would preclude such "bump," CRA noted that C would be a specified shareholder of Holdco during the series of transactions and before Newco acquired control of Holdco. CRA then simply states:
...if C receives from A and B property other than property distributed by Holdco to Newco or substituted property as consideration for the sale of his shares of the capital stock of Holdco then the bump denial rule in subparagraph 88(1)(c)(vi) should not be applicable ....On this point, it is worth noting that money is excluded from the notion of "substituted property" pursuant to subparagraph 88(1)(c.3)(iii) but not from the notion of "distributed property".