28 June 1989 Income Tax Severed Letter AC58121 - Debtor's Gain on Settlement of Debts - Conversion Debentures

By services, 22 July, 2022
Official title
Debtor's Gain on Settlement of Debts - Conversion Debentures
Language
English
Document number
Citation name
AC58121
Severed letter type
Miscellaneous
d7 import status
Drupal 7 entity type
Node
Drupal 7 entity ID
657494
Extra import data
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"field_release_date_new": "1989-06-28 08:00:00",
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Main text
D. Turner
                                     (613) 957-2094
         19(1)
         June 28, 1989

Dear Sirs:

Re: The Application of Subsection 80(1) of the Income

Tax Act (the "Act") to Convertible Debentures. This is in reply to your letter of May 12, 1989 concerning the application of subsection 80(1) of the Act in a situation where section 51 of the Act is applicable.

You have requested our opinion as to whether subsection 80(1) of the Act is applicable where a conversion of debentures into shares with a fair market value less than the principal amount of the debentures occurs and the circumstances are such that section 51 of the Act applies to the transaction.

In your opinion, subsection 80(1) of the Act should not be applicable for the following reasons:

1. Subsection 80(1) applies when "...a debt or other obligation of the taxpayer to pay an amount is settled or extinguished after 1971 by the payment of an amount less than the principal amount of the debt or obligation...".

As the terms "settles" and "extinguished" are not defined in the Act they should be given their usual meanings. Thus, a conversion would not be considered to "settle" or "extinguish" the debt.

2. Paragraph 6 of Interpretation Bulletin IT-293R states that for a debt to be settled or extinguished "all liability for payment must be terminated". Payment, cancellation, set-off, substitution of debtors and release are given as examples of settlement means. Conversion is not included in the examples of settlement and although it changes the liability, it does not terminate it.

3. Paragraph 11 of the Special Release to IT-293R dated September 19, 1983 indicates that the normal rules applicable to section 80 will not apply where a debt is a convertible property to which section 51 of the Act is applicable.

OUR COMMENTS

In our opinion, subsection 80(1) of the Act will apply when convertible debt is exchanged for shares pursuant to section 51 of the Act but the fair market value of the shares at the time of conversion is less than the face amount of the debt. The conversion of the debt is considered to settle or extinguish the debt.

We trust that our comments will be of assistance to you.

Robert H. Joyce for Director Small Business and General Division Specialty Rulings Directorate Legislative and Intergovernmental Affairs Branch