A.A. Cameron (613)995-1787
August 8, 1985
Dear Sirs:
Re: Subsection 87(8.1) of the Income Tax Act
We are writing, in response to your letters of June 10 and June 20, 1985 in which you request confirmation of certain matters relating to corporate mergers.
In our opinion, the views expressed in our letter of July 17, 1984 to which you referred are still valid where there is a merger of two wholly-owned foreign affiliates under section 368(a)(1)(A) of the Internal Revenue Code ("IRC"), provided that the applicable pro- visions of the IRC remain as they were at that time and that the other requirements outlined in that letter have been met.
We have reviewed the information submitted concerning mergers under the North Carolina Business Corporation Act ("NCBCA") and, based upon this information, we are of the opinion that a merger qualifying as a "foreign merger" for the purposes of subsection 87(8.1) of the Income Tax Act is possible under the provisions of the NCBCA. Whether or not a merger of the type outlined in the July 17, 1984 letter is acceptable for the purposes of the NCBCA is a question to be resol- ved in that jurisdiction, however, assuming it is acceptable, such a merger would qualify as a "foreign merger" provided the provisions of paragraphs 87(8.1)(a) and (b) of the Income Tax Act are also met.
We hope that this is the information that you require.
Yours Truly,
For Director Specialty Corporations Rulings Division Corporate Rulings Directorate Legislation Branch