Background
Trust 1, a discretionary inter vivos family trust for A, his Spouse, her child and their children and entitles formed and controlled by A, held the Class H non-voting preferred shares of Holdco which, in turn, wholly-owned Opco (with business assets, such as property, plant and equipment). The Class G special voting shares of Holdco were held by Newco 1, which A controlled and its Class A common shares were held both by Trust 2 (with the same family beneficiaries and a somewhat expanded set of potential corporate beneficiaries, as Trust 1) and a third party (Holdco B). No capital gains deduction has been claimed, nor is the tax-free zone relevant.
On the 21st anniversary of the creation of Trust 1, it was deemed pursuant to s. 104(4)(b) to have disposed of, and reacquired, all its property including the Class H shares of Holdco at FMV.
Proposed transactions
- Newco 1 will incorporate Newco 2 and subscribe for Class E.1 special voting shares.
- At the same time as the subscription in 1, Trust 2 will transfer its Class A shares of Holdco to Newco 2 in consideration for Class D.2 non-voting common shares of Newco 2 on a s. 85(1) rollover basis.
- Concurrently with 1 and 2, Trust 1 will transfer the Class H shares of Holdco to Newco 2 in consideration for Class H.2 non-voting preferred shares of Newco 2 whose PUC will equal the ACB of the transferred shares.
- One year after 1 to 3, Opco will begin gradually paying dividends on its shares out of cash from operations or borrowings to fund dividends by Holdco on its Class A shares held by Newco 2 and Newco 2 will start making phased reductions of the PUC of its Class H.2 shares, which will be distributed in part by Trust 1 to its beneficiaries.
Rulings
Re ss. 84.1, 84(2) and 245(2).