Mr. X, who is the sole shareholder of XYZ Inc., signs a mandate (power of attorney) in favour of his accountant (with whom he deals at arm's length) to become effective in the event of his incapacity.
In stating that there is no acquisition of control when the power of attorney is homologated (becomes effective following such incapacity), CRA stated, after referring to Duha:
...[N]otwithstanding the homologation of this power of attorney governed by the Quebec Civil Code, the ownership of that number of shares conferring a majority of the votes for the election of the board of directors is part of the patrimony of Mr. X. Furthermore, we are of the view that a power of attorney granted with a view to incapacity should be considered to be an "external document" (in relation to the constating documents of the corporation) in the determination of the de jure control of a corporation.
It is emphasized however that the rights of an attorney (“mandataire”) pursuant to a power of attorney in contemplation of incapacity could, in certain circumstances, engage paragraph 251(5)(b) and subsection 256(1).