Holdco, a CCPC, had accumulated non-capital losses (NCLs) arising from the management services it had rendered over the years (i.e., the services of its employee providing administrative services) to its wholly-owned manufacturing subsidiary, Opco. Immediately after an acquisition of control of Holdco by Buyco, Holdco and Opco amalgamated, so that the same services of the employee now occurred within Amalco.
(a) Could the NCLs accumulated by Holdco be deducted in computing Amalco's taxable income in light of the ss. 87(2.1) and 111(5) restrictions?
(b) Would the answer change if Amalco had two divisions (with separate financial statements): one carrying on the manufacturing business; and the second division for management services, including those previously rendered by Holdco to Opco?
CRA responded:
[O]n the limited basis of the facts submitted … it would be reasonable to consider that the business that generated the losses, namely the management services business that was carried on by Holdco prior to the acquisition of control and prior to the amalgamation of Holdco and Opco, ceased to be operated after the amalgamation. This conclusion is based in particular on … the management activities performed by the Amalco employee [being] intended solely to support the corporation in the manufacturing field, and … not in themselves represent[ing] the carrying on of a business. …
[C]reating two divisions with a separate financial statement for the management services and manufacturing businesses would not change our conclusion … that it would be reasonable to consider that the management services business that was carried on by Holdco ceased to be carried on after the amalgamation of Holdco and Opco.