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Fanshawe College *

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Jan 9, 2024

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CH 17 AP 2 - Basic s.85 Rollover from Proprietorship to Corporation CH 17 AP 3 - Transfer of Assets & Liabilities between Corporations using s.85 CH 17 AP 4 - Transfer of Assets using s.85 and Tax consequences of Sale or Redemption CH 17 AP 6 - Transfer using s.85 CH 18 AP 4 - Capital Reorganization using s.86 with Benefit Conferred CH 19 AP 1 - Partnership Income, Tax Payable by partner, tracking ACB & CG on disposition of partners CH 19 AP 3 - Partnership Income, Taxable Income of Partner and CG on disposition (tracking ACB) CH 19 AP 4 - Partnership Income Partner Tax Liability and Impact of Negative ACB CH 19 AP 5 - Various Types of Trusts and Tax Consequences CH 19 AP 6 Inter-vivos Trusts and tax consequences CH 19 AP 10 Calculation and Comparison of Tax for an Estate Chapter 17 – Tax Deferred Transactions: Section 85 Rollover on a Transfer to a Corporation 17-2 17-3 17-4 17-6 Chapter 18 – Tax Deferred Transactions: Section 51, 86, 85.1 Amalgamations, Wind-Ups, and Estate Freeze CH 18 AP 3 - Reorganization using s.86 18-3 18-4 Chapter 19 – Partnerships, Trusts, and Death of a Taxpayer
Fo 84.1-84.2 NAL sale of shares 85 Transfer of property to a corporation 2022 FED Taxable Income $50,197 or less In excess of $50,197 In excess of $100,392 ship interest In excess of $155,625 In excess of $221,708 2022 PROV Taxable Income $50,197 or less In excess of $50,197 In excess of $100,392 In excess of $155,625 In excess of $221,709 e Transactions 19-1 19-3 19-4 19-5 19-6 19-10
or Chapter 19 Tax Rate DERAL TAX RATES: Tax 15% $7,530 + 20.5% on next $50,195 $17,820 + 26% on next $55,233 $32,181 + 29% on next $66,083 $51,345 + 33% on remainder VINCIAL TAX RATES: Tax 10% $5,020 + 12% on next $50,195 $11,043 + 15% on next $55,233 $19,328 + 17% on next $66,083 $30,562 + 17% on remainder
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Property Transferred ITA S.85 Conside Asset NOTE Tax Value FMV Elected Amount Assumed Debt Office Equipment 1 10,000 12,000 10,000 9,000 - 20,000 1 10,000 32,000 10,001 9,000 85(1.1) Defines Other property Transferred outside S.85 Asset FMV Consideration Received Cash 5,000 5,000 note payable to Elijah *A/R 15,000 15,000 note payable to Elijah 20,000 20,000 Tax Values of Assets Owned by the Corporation Cash 5,000 A/R 15,000 Office Equipment 10,000 Good will 1 30,001 CH 17 AP 2 - Basic s.85 Rollover from Pr *File an election under s.22 onthe transfer of the receivables so that the purchaser can write off any bad d rather than it being treated as a capital loss
85(1.1) Defines Eligible Property eration Received NS Consideration cannot exceed elected amount New Debt Pref Shares Income/CG 1,000 2,000 1 19,999 1,001 21,999 - s Eligible Property roprietorship to Corporation Main debts against income
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CH 17 AP 3 - Transfer of Assets Part A: Assess the situation 1. Draw a diagram identifying all stakeholders and their relationship (Corporate Org chart) 2. Identify the relationships amoung the stakeholders Peter owns Handyman Inc and is related and affiliated with the company Handyman lnc wic awn shares in Toolman which will make the corporations associated, connected, and 3. Identify the profile of each stakeholder Peter handy: Canadian resident Currently owns Handyman Inc Handyman Inc: CCPC Carrying on active business Toolman Inc. CCPC Starts as a shell company to receive the business assets of Handyman Inc. 4. Understand the decision maker and their objectives Protect his real estate in Handyman Inc from potential lawsuits
Transfer the business assets and liabilities to a new corporation without any tax liability Leave land and building / mortgage in Handyman Inc. accumulate assets in Handyman Inc away from the business 5. ldentify the relevant past transaction/events or planned future transactions/events and create a tim 10 years ago Operations started PART B : ldentify the lssues (Tax and non-tax issues) 1. Eligibility for a s.85 election 2. Determine which assets should be transferred using s.85 3. Determine which assets should be transferred without using s.85 4. Determine which assets should not be transferred at all 5. Determine Elected Amounts 6. Determine allocation between non-share consideration (boot) and shares and the tax attributes PART C: Analyze the issues 1. dentify and perform the qualitative analysis of the transactions and plans including an analysis of the Eligibility: Toolman is a taxable canadian corporation Joint election must be filed between the two corporations Property has to be eligible: Cash (not eligible) Inventory (no gain, transfer outside of s.85) Furniture & Fixtures (is a gain, transfer using s.85) Goodwill (is a gain, transfer using s.85) Accounts Pavable and Bank Loan should be assumed by Toolman Inc. 2. ldentify and perform the quantitative analysis of the transactions and plans using appropriate analy Property Transferred outside S.85 Consideration Received Asset Tax Value FMV Assumed Debt (A/P) Assumed Debt (BankLoan) Cash (ineligible) 220,000 220,000 220,000 Inventory (no gain) 395,000 395,000 30,000 300,000 615,000 615,000 250,000 300,000 MAX AP MAX Bank Loan Property Transferred ITA S.85 Asset NOTE Tax Value FMV Elected Amount Furniture & Fixtures (gain) 60,000 80,000 60,000 Goodwill (gain) - 800,000 1 60,000 880,000 60,001 ACB of shares received as consideration
Elected transfer price 60,001 Less: non-share consideration - 60,000 1 PUC of shares received as consideration Legal stated capital (LSC) before reduction 820,000 s.85(2.1) reduction of PUC: (a) LSC increase 820,000 (b) elected amount 60,001 Less: non-share consideration - 60,000 excess, if any 1 PUC reduction: 819,999 Tax PUC of the shares 1 From the corporation perspective (Toolman Inc.) FMV COST UCC Cash (ineligible) 220,000 220,000 Inventory (no gain) 395,000 395,000 Furniture & Fixtures (gain) 80,000 120000 60,000 Goodwill (gain) 800,000 1 AP - 250,000 Bank Loan - 300,000 Due to Handyman Inc(new debt) - 125,000 Shares 820,000 3. ldentify risks including missing information, assumptions, and uncertain research positions Does the FMV reflect the actual value supported by appraisals Price Adjustment Clause 4. Reach a conclusion based on your analysis of each major issue Peter is able to transfer the assets and liabilities from Handyman inc to Toolman lnc without creating a t Peter can receive S125K for assets transferred without using s.85 There will be shares with an ACB/PUC of S1 since we allocated the maximum non-share consideration The shares will have a FMV of S820K The land/building and mortgage will remain in Handyman Inc Handyman lnc could charge rent to Toolman lnc as long as it is reasonable and based on FMY Handyman lnc, the rent would be considered ABl since the two corporations are associated The rental income inside Handyman Inc will be offset by mortgage interest, property taxes, and insuranc 5. Evaluate strengths/weaknesses/risks of vour conclusior N/A
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s & Liabilities between Corporations using s.85 d related. Bus
meline Operations started Incorporate the sub and transfer assets/liabilities e applicable provisions of the Act ysis format. d New Debt Income 65,000 65,000 - Consideration Received Assumed Debt New Debt Pref Shares Income/CG 60,000 20,000 - 800,000 0.50 - 60,000 820,000 0.50
tax liability ce (possibly R&M)
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Main siness Asset
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CH 17 AP 4 - Transfer of Part A: assess the situation 1. Draw a diagram identifying all stakeholders and their relationship (Corporate Org chart The facts of the problem have been revised as follows; 2. Identify the relationships amoung the stakeholders Ms. Hart is related and affiliated with her husband 3. Identify the profile of each stakeholder Mrs. Hart: Canadian Resident operating a proprietorship retailing business Mr. Hart Canadian resident no connection to the retailing business he will own the common shares of Hart Ltd. Hart Ltd. CCPC it will carry on active business once the assets and liabilities are transferred in 4. Understand the decision maker and their objectives Objectives: she wants to incorporate her business and have her husband receive the benefit of future growth of the bus she wants to transfer in the assets in a tax efficient manner she wants to know the consequences if she sells or redeems the shares 5. ldentify the relevant past transaction/events or planned future transactions/events and create a timelin On Nov 10th she will transfer all of her business assets and liabilities into Hart Ltd. Inventory : The tax value has increased from 8,000 to 38,000 and the fair market value from S9,000 to S59.00 Land Invenotry : The tax value has increased from 100,000 to $400,000 and the fair market value has increas Building : The tax value has increased from 70,000 to 670,000, the far market value has ncreased from 5150, Land (capitall) : The tax value has increased from 140,000 to $340,000 and the fair market value has increase Goodwill : The fair market value has increased from 80,000 to 180,000 Liabilities : Increased from 60,000 to 360,000.
PART B : Identify the lssues (Tax and non-tax issues) 1. Eligibility of a s.85 election 2. Determine which assets can be transferred by using s.85 3. Determine which assets will be transferred outside of s.85 4. Determine which assets should not be transferred at all 5. Determine the elected walue 6. Determine non-share consideration/ boot and the share consideration 7. Determine the tax consequences is she sells the shares or they are redeemed PART C: Analyze the issues 1. Identify and perform the cualitative analvsis of the transactions and plans incuding an analysis of the appl Hart Ltd. Is a taxable canadian corporation Joint election filed between Mrs. Hart and Hart Ltd. Property needs to be eligible - Land held as inventory and prepaid property insurance are not eligible proper Pubic shares have no atcrued aln therefore wil not transter using s.85, howeverif they are transtered in and which will prevent the use of the lCGE on sale. The shares will also be earning passive income which may red She should retain the shares personally 2. ldentify and perform the quantitative analysis of the transactions and plans using appropriate analysis f Property Transferred outside S.85 Consideration Asset Tax Value FMV Assumed Debt (A/P) Assumed Debt (BankLoan) A/R 14,000 10,000 Prepaid 600 600 14,600 10,600 - - MAX AP MAX Bank Loan Property Transferred ITA S.85 Asset NOTE Tax Value FMV Elected Amount Inventory 38,000 59,000 38,000 Building 670,000 1,150,000 670,000 Land 340,000 660,000 340,000 Good will - 180,000 1 1,048,000 2,049,000 1,048,001 ACB of shares received as consideration Elected transfer price 1,048,001 Allocated to: Assumed Debt 360,000 New Debt 688,000 1,048,000 ABC Shares 1
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Tax consequences if share consideration is sold or redeemed SALE: POD 1,001,000 Less: ACB - 1 CG 1,000,999 TCG 500,500 Personal tax on sale of share 250,250 3. Identify risks including missing information, assumptions, and uncertain research positions There may be a benefit designated to her hustand f her purpose of suing him the c/s was to ower her tax rat FMV assessment needs to be accurate and substantiated PART D : Advise/Recommend 4. Reach a conclusion based on your analysis of each major issue She should not transfer the land inventory or the pulic shares Prepaids and A/R are transferred outside of s.85 (file a s22 election on A/R) Transfer the remainine assets at tax value to avoid CG/recapture HART Ltd will assume all liabilities Present tax consequences above of either a sale or redemption 5. Evaluate strengths/weaknesses/risks of your conclusion No Weakness Identified
f Assets using s.85 and Tax consequences of Sale or Redemption siness (c/s) ne 00. sed from 5220,000 to 5520,000 ,000 to S1 150.00 and the ost has incresed from 590,000 to 5690.0 ed from 160,000 to 660,000
licable provisions of the Act rty they significanty growin value it may dlisqualfy the shares are 0S8c shares duce the SBD format. n Received New Debt Income 10,000 - 3,000 600 10,600 - 3,000 Consideration Received Assumed Debt New Debt Pref Shares Income/CG 38,000 21,000 - liabilities of S360 322,000 348,000 480,000 - 340,000 320,000 180,000 0.50 360,000 688,000 1,001,000 0.50 Max Liabilities PUC of shares received as consideration Legal stated capital (LSC) before reduction s.85(2.1) reduction of PUC: (a) LSC increase 1,001,000 (b) elected amount 1,048,001 Less: non-share consideration 1,048,000 excess, if any 1
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PUC reduction: Tax PUC of the shares (PUC after Reduction) REDEEMED: Redemption Proceeds 1,001,000 Less: PUC - 1 Deemed Dividend 1,000,999 POD 1,001,000 Less: Deemed Dividend - 1,000,999 Personal tax on redemption (42.5%) 425,425 Adjusted Proceeds 1 Less: ACB - 1 CG/CL - te, because she received ful y for the assets tis likely not a beneft to him
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Main
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0 to be asume dby Hart Ltd. 1,001,000
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1,000,999 1
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CH 17 AP 6 - Tran PART A: Assess the situation 2. Identify the relationships amoung the stakeholders Joe controls TEL so he is related and affiliated Joe is related to each of the common shareholders of TSE TEL & TSE are related After the transfer of assets and liabilities the corporations will be associated (SBD) 3. Identify the profile of each stakeholder Joe: Canadian resident Runs retail business through TEL Children: Canadian residents, adults Three of children are active in the business of TSE and will own common shares One child is not active and will not own shares of TSE 4. Understand the decision maker and their objectives Obiectives: Decision maker = Joe He needs income in retirement
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he wants to maintain control of TSE through voting, retractable preferred shares wants to share the growth of business with the kids wants to keep the land and building in TEL to earn rental income wants to earn income from TSE even if the business doesn't prosper he wants to use up a S3K ACL on transfer of assets (create TCG) wants maximum non-share consideration wants advice on: which assets to transfer what consideration he should receive for the assets tax values of assets in TSE 5. ldentify the relevant past transaction/events or planned future transactions/events and create a timelin On Nov 30 th transfer assets and liabilities to TSE PART B : Identify the lssues (Tax and non-tax issues) 1. Eligibility for a s.85 election 2. Determine which assets can be transferred using s.85 3. Determine which assets should be transferred outside of s.85 4. Determine which assets should not be transferred at all 5. Determine the elected amounts 6. Determine non-share (boot) consideration & the share consideration 7. Elect to create a TCG to utilize losses that he has S3K ACL 8. How will income be earned in retirement 9. Joe wants to maintain control 10. Will TOSI apply to the children (dividends)? 11. Will TOSI apply to Joe's dividends? PART C: Analyze the issues 1.ldentify and perform the qualitative analysis of the transactions and plans including an analysis of the a TSE is a taxable canadian corporation Joint election filed between TSE and TEL Ineligible property: Cash (we can still transfer outside of s.85) *A/R - cannot use s.22 election because all or substantially all of the business assets are not being transferre A/R will remain in TEL to be collected and the company can loan the cash to TSE if it requires cashflow Eligible Property: (all of these assets have an accrued gain) Inventory Equipment Goodwill Property that should NOT be transferred: Shares of Supplyco should not be transferred as they may grow in value and cause the shares to not qualify Dividends to Joe from TEL
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Over 24+ years old dividends that are derived directly or indirectly are a related business exception and the Shares would be excluded from TOSI The common shares owned by oe in El wl not be excluded shares even though they represent more than 10 of the income will be derived from a related business through rents and management fees - not business se However,it could be argued that divs on the common shares in TEl could be an excluded business exeption-b If he is paid from TSE the dis wil not be subiect to Tosl because he was activeiy engaped on a regular and con Dividends to the Children from TSE TOSl will not apply to the kids that are actively working in the business (>20hrs/week or more) they also invested in the company by paying for their common shares. if child #4 was to receive shares and be paid dividends they would likely be subject to TOSl 2. ldentify and perform the quantitative analysis of the transactions and plans using appropriate analysis f Property Transferred outside S.85 Consideration Received Asset Tax Value FMV Assumed Debt (A/P) New Debt Income Cash 12,000 12,000 12,000 12,000 12,000 12,000 - - MAX AP MAX Bank Loan Property Transferred ITA S.85 Conside Asset NOTE Tax Value FMV Elected Amount Assumed Debt Inventory 90,000 100,000 90,000 55,000 Equipment 57,000 60,000 57,000 Goodwill - 90,000 6,000 147,000 250,000 153,000 55,000 ACB of shares received as consideration Elected transfer price 153,000 Less: non-share consideration - 153,000 - PUC of shares received as consideration Legal stated capital (LSC) before reduction 97,000 s.85(2.1) reduction of PUC: (a) LSC increase 97,000 (b) elected amount 153,000 Less: non-share considerat - 153,000 excess, if any -
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PUC reduction: 97,000 Tax PUC of the shares - Tax cost to the corporation of assets transferred: Tax cost Inventory 90,000 Equipment 57,000 Orginal cost 110,000 Goodwill 6,000 Consideration Received: Notes Payable - can be set up as demand notes (assumed and new debt) Pref shares - voting, redeemable and retractable 3. ldentify risks including missing information, assumptions, and uncertain research positions FMV's - obtain appraisals risk of problems arising regarding the estate plan and Joes assets - his shares may be left to all 4 children (the 4th child would end up having voting rights - that could be problematic) 4. Reach a conclusion based on your analysis of each major issue Joe has frozen the value of the business and his 3 children will benefit from the growth going forward Joe controls TSE and TEL Joe can receive dividends from TEL supported by rental income and dividends from TSE 5. Evaluate strengths/weaknesses/risks of your conclusion none. PART D : Advise/Recommend Joe can transfer assets from TEL to TSE and freeze the value, kids have growth of TSE He is earning retirement income Utilized the ACL All of joe's objectives have been met.
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nsfer using s.85 Problem solving case framework is on page xxv in the Main
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ne applicable provisions of the Act ed as 0SBC shares which wl preventhe use of the .Ce
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0% votes and valuel. t is likeiv that 90% or more of ervices by way of dividends being paid from TSE to TE ntinuous basis within the past five vears format Before you A) Assess t B) Identify (C) Analyze D) Advise/r eration Received New Debt Pref Shares Income/CG 35,000 10,000 - 57,000 3,000 - 6,000 84,000 3,000 Wanted to create TCG to use up losses 98,000 97,000 3,000
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e study guide
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u meet with Joe you want to: the situation. the issues. e the issues recommend
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