Mr and Mrs X hold all the shares of Corporation A and B, respectively (both private corporations). Mr X sells all his shares of Corporation A to Corporation B in consideration for a promissory note, resulting in his receipt of a deemed dividend under s. 84.1(1)(b) that is less than the GRIP of B. In finding that this dividend can be designated under s. 89(14) as an eligible dividend (so that the dividend will come out of the GRIP) notwithstanding that Mr X does not hold any shares of B, CRA stated:
The definition of "eligible dividend" in subsection 89(1) and subsection 89(14) does not refer to dividends paid (or received, as the case may be) "to shareholders of any class of shares of its capital stock", such as subsection 83(2) nor dividends paid on "shares of its capital stock", as provided in subsection 129(1).
Consequently, according to the wording of subsection 89(14) and of the definition of "eligible dividend" in subsection 89(1), it is not essential that Mr. X hold any shares of any class of the capital stock of Corporation B nor that the dividends be paid on shares of the capital stock of Corporation B for the purpose of the designation under subsection 89(14).
Furthermore, the dividend deemed to have been paid by Corporation B and received by Mr. X pursuant to paragraph 84.1(1)(b) (and for the purposes of the Act) is a dividend received by a person resident in Canada and a dividend paid after 2005 by a corporation resident in Canada.