Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.))

Marginal note:Conversion of insurance corporations into mutual corporations

139 Where an insurance corporation that is a Canadian corporation applies an amount in payment for shares of the corporation purchased or otherwise acquired by it under a mutualization proposal under Division III of Part VI of the Insurance Companies Act or under a law of the province under the laws of which the corporation is incorporated that provides for the conversion of the corporation into a mutual corporation by the purchase of its shares in accordance with that law,

• (a) section 15 does not apply to require the inclusion, in computing the income of a shareholder of the corporation, of any part of that amount; and

• (b) no part of that amount shall be deemed, for the purpose of subsection 138(7), to have been paid to shareholders or, for the purpose of section 84, to have been received as a dividend.

Demutualization of Insurance Corporations

Marginal note:Definitions

• 139.1 (1) The definitions in this subsection apply in this section and sections 139.2 and 147.4.

  conversion benefit

  conversion benefit means a benefit received in connection with the demutualization of an insurance corporation because of an interest, before the demutualization, of any person in an insurance policy to which the insurance corporation has been a party. (avantage de transformation)

  deadline

  deadline for a payment in respect of a demutualization of an insurance corporation means the latest of

  • (a) the end of the day that is 13 months after the time of the demutualization,

  • (b) where the entire amount of the payment depends on the outcome of an initial public offering of shares of the corporation or a holding corporation in respect of the insurance corporation, the end of the day that is 60 days after the day on which the offering is completed,

  • (c) where the payment is made after the initial deadline for the payment and it is reasonable to conclude that the payment was postponed beyond that initial deadline because there was not sufficient information available 60 days before that initial deadline with regard to the location of a person, the end of the day that is six months after such information becomes available, and

  • (d) the end of any other day that is acceptable to the Minister. (échéance)

  demutualization

  demutualization means the conversion of an insurance corporation from a mutual company into a corporation that is not a mutual company. (démutualisation)

  holding corporation

  holding corporation means a corporation that

  • (a) in connection with the demutualization of an insurance corporation, has issued shares of its capital stock to stakeholders; and

  • (b) owns shares of the capital stock of the insurance corporation acquired in connection with the demutualization that entitle it to 90% or more of the votes that could be cast in respect of shares under all circumstances at an annual meeting of

    • (i) shareholders of the insurance corporation, or

    • (ii) shareholders of the insurance corporation and holders of insurance policies to which the insurance corporation is a party. (société de portefeuille)

  initial deadline

  initial deadline for a payment is the time that would, if the definition deadline were read without reference to paragraph (c) of that definition, be the deadline for the payment. (échéance initiale)

  mutual holding corporation

  mutual holding corporation, in respect of an insurance corporation, means a mutual company established to hold shares of the capital stock of the insurance corporation, where the only persons entitled to vote at an annual meeting of the mutual company are policyholders of the insurance corporation. (société mutuelle de portefeuille)

  ownership rights

  ownership rights means

  • (a) in a particular mutual holding corporation, the following rights and interests held by a person in respect of the particular corporation because of an interest or former interest of any person in an insurance policy to which an insurance corporation, in respect of which the particular corporation is the mutual holding corporation, has been a party:

    • (i) rights that are similar to rights attached to shares of the capital stock of a corporation, and

    • (ii) all other rights with respect to, and interests in, the particular corporation as a mutual company; and

  • (b) in a mutual insurance corporation, the following rights and interests held by a person in respect of the mutual insurance corporation because of an interest or former interest of any person in an insurance policy to which that corporation has been a party:

    • (i) rights that are similar to rights attached to shares of the capital stock of a corporation,

    • (ii) all other rights with respect to, and interests in, the mutual insurance corporation as a mutual company, and

    • (iii) any contingent or absolute right to receive a benefit in connection with the demutualization of the mutual insurance corporation. (droits de propriété)

  person

  person includes a partnership. (personne)

  share

  share of the capital stock of a corporation includes a right granted by the corporation to acquire a share of its capital stock. (action)

  specified insurance benefit

  specified insurance benefit means a taxable conversion benefit that is

  • (a) an enhancement of benefits under an insurance policy;

  • (b) an issuance of an insurance policy;

  • (c) an undertaking by an insurance corporation of an obligation to pay a policy dividend; or

  • (d) a reduction in the amount of premiums that would otherwise be payable under an insurance policy. (avantage déterminé)

  stakeholder

  stakeholder means a person who is entitled to receive or who has received a conversion benefit but, in respect of the demutualization of an insurance corporation, does not include a holding corporation in connection with the demutualization or a mutual holding corporation in respect of the insurance corporation. (intéressé)

  taxable conversion benefit

  taxable conversion benefit means a conversion benefit received by a stakeholder in connection with the demutualization of an insurance corporation, other than a conversion benefit that is

  • (a) a share of a class of the capital stock of the corporation;

  • (b) a share of a class of the capital stock of a corporation that is or becomes a holding corporation in connection with the demutualization; or

  • (c) an ownership right in a mutual holding corporation in respect of the insurance corporation. (avantage de transformation imposable)

• Marginal note:Rules of general application

  (2) For the purpose of this section,

  • (a) subject to paragraphs (b) to (g), if in providing a benefit in respect of a demutualization, a corporation becomes obligated, either absolutely or contingently, to make or arrange a payment, the person to whom the undertaking to make or arrange the payment was given is considered to have received a benefit

    • (i) as a consequence of the undertaking of the obligation, and

    • (ii) not as a consequence of the making of the payment;

  • (b) where, in providing a benefit in respect of a demutualization, a corporation makes a payment (other than a payment, made pursuant to the terms of an insurance policy, that is not a policy dividend) at any time on or before the deadline for the payment,

    • (i) subject to paragraphs (f) and (g), the recipient of the payment is considered to have received a benefit as a consequence of the making of the payment, and

    • (ii) no benefit is considered to have been received as a consequence of the undertaking of an obligation, that is either contingent or absolute, to make or arrange the payment;

  • (c) no benefit is considered to have been received as a consequence of the undertaking of an absolute or contingent obligation of a corporation to make or arrange a payment (other than a payment, made pursuant to the terms of an insurance policy, that is not a policy dividend) unless it is reasonable to conclude that there is sufficient information with regard to the location of a person to make or arrange the payment;

  • (d) where a corporation’s obligation to make or arrange a payment in connection with a demutualization ceases on or before the initial deadline for the payment and without the payment being made in whole or in part, no benefit is considered to have been received as a consequence of the undertaking of the obligation unless the payment was to be a payment (other than a policy dividend) pursuant to the terms of an insurance policy;

  • (e) no benefit is considered to have been received as a consequence of the undertaking of an absolute or contingent obligation of a corporation to make or arrange a payment where

    • (i) paragraph (a) would, but for this paragraph, apply with respect to the obligation,

    • (ii) paragraph (d) would, if that paragraph were read without reference to the words “on or before the initial deadline for the payment”, apply in respect of the obligation,

    • (iii) it is reasonable to conclude that there was not, before the initial deadline for the payment, sufficient information with regard to the location of a person to make or arrange the payment, and

    • (iv) such information becomes available on a particular day after the initial deadline and the obligation ceases not more than six months after the particular day;

  • (f) no benefit is considered to have been received as a consequence of

    • (i) an undertaking of an absolute or contingent obligation of a corporation to make or arrange an annuity payment through the issuance of an annuity contract, or

    • (ii) a receipt of an annuity payment under the contract so issued

    where it is reasonable to conclude that the purpose of the undertaking or the making of the annuity payment is to supplement benefits provided under either an annuity contract to which subsection 147.4(1) or paragraph 254(a) applied or a group annuity contract that had been issued under, or pursuant to, a registered pension plan that has wound up;

  • (g) no benefit is considered to have been received as a consequence of

    • (i) an amendment to which subsection 147.4(2) would, but for subparagraph 147.4(2)(a)(ii), apply, or

    • (ii) a substitution to which paragraph 147.4(3)(a) applies;

  • (h) the time at which a stakeholder is considered to receive a benefit in connection with the demutualization of an insurance corporation is

    • (i) where the benefit is a payment made at or before the time of the demutualization or is a payment to which paragraph (b) applies, the time at which the payment is made, and

    • (ii) in any other case, the latest of

      • (A) the time of the demutualization,

      • (B) where the extent of the benefit or the stakeholder’s entitlement to it depends on the outcome of an initial public offering of shares of the corporation or a holding corporation in respect of the insurance corporation and the offering is completed before the day that is 13 months after the time of the demutualization, the time at which the offering is completed,

      • (C) where the entire amount of the benefit depends on the outcome of an initial public offering of shares of the corporation or a holding corporation in respect of the insurance corporation, the time at which the offering is completed,

      • (D) where it is reasonable to conclude that the person conferring the benefit does not have sufficient information with regard to the location of the stakeholder before the later of the times determined under clauses (A) to (C), to advise the stakeholder of the benefit, the time at which sufficient information with regard to the location of the stakeholder to so advise the stakeholder was received by that person, and

      • (E) the end of any other day that is acceptable to the Minister;

  • (i) the time at which an insurance corporation is considered to demutualize is the time at which it first issues a share of its capital stock (other than shares of its capital stock issued by it when it was a mutual company if the corporation did not cease to be a mutual company because of the issuance of those shares); and

  • (j) subject to paragraph (3)(b), the value of a benefit received by a stakeholder is the fair market value of the benefit at the time the stakeholder receives the benefit.

• Marginal note:Special cases

  (3) For the purpose of this section,

  • (a) where benefits under an insurance policy are enhanced (otherwise than by way of an amendment to which subsection 147.4(2) would, but for subparagraph 147.4(2)(a)(ii), apply) in connection with a demutualization, the value of the enhancement is deemed to be a benefit received by the policyholder and not by any other person;

  • (b) where premiums payable under an insurance policy to an insurance corporation are reduced in connection with a demutualization, the policyholder is deemed, as a consequence of the undertaking to reduce the premiums, to have received a benefit equal to the present value at the time of the demutualization of the additional premiums that would have been payable if the premiums had not been reduced in connection with the demutualization;

  • (c) the payment of a policy dividend by an insurance corporation or an undertaking of an obligation by the corporation to pay a policy dividend is considered to be in connection with the demutualization of the corporation only to the extent that

    • (i) the policy dividend is referred to in the demutualization proposal sent by the corporation to stakeholders,

    • (ii) the obligation to make the payment is contingent on stakeholder approval for the demutualization, and

    • (iii) the payment or undertaking cannot reasonably be considered to have been made or given, as the case may be, to ensure that policy dividends are not adversely affected by the demutualization;

  • (d) except for the purposes of paragraphs (c), (e) and (f), where part of a policy dividend is a conversion benefit in respect of the demutualization of an insurance corporation and part of it is not, each part of the dividend is deemed to be a policy dividend that is separate from the other part;

  • (e) a policy dividend includes an amount that is in lieu of payment of, or in satisfaction of, a policy dividend;

  • (f) the payment of a policy dividend includes the application of the policy dividend to pay a premium under an insurance policy or to repay a policy loan;

  • (g) where the demutualization of an insurance corporation is effected by the merger of the corporation with one or more other corporations to form one corporate entity, that entity is deemed to be the same corporation as, and a continuation of, the insurance corporation;

  • (h) an insurance corporation shall be considered to have become a party to an insurance policy at the time that the insurance corporation becomes liable in respect of obligations of an insurer under the policy; and

  • (i) notwithstanding paragraph 248(7)(a), where a cheque or other means of payment sent to an address is returned to the sender without being received by the addressee, it is deemed not to have been sent.

• Marginal note:Consequences of demutualization

  (4) Where a particular insurance corporation demutualizes,

  • (a) each of the income, loss, capital gain and capital loss of a taxpayer, from the disposition, alteration or dilution of the taxpayer’s ownership rights in the particular corporation as a result of the demutualization, is deemed to be nil;

  • (b) no amount paid or payable to a stakeholder in connection with the disposition, alteration or dilution of the stakeholder’s ownership rights in the particular corporation may be included in Class 14.1 of Schedule II to the Income Tax Regulations;

  • (c) no election may be made under subsection 85(1) or (2) in respect of ownership rights in the particular corporation;

  • (d) where the consideration given by a person for a share of the capital stock of the particular corporation or a holding corporation in connection with the demutualization (or for particular ownership rights in a mutual holding corporation in respect of the particular corporation) includes the transfer, surrender, alteration or dilution of ownership rights in the particular corporation, the cost of the share (or the particular ownership rights) to the person is deemed to be nil;

  • (e) where a holding corporation in connection with the demutualization acquires, in connection with the demutualization, a share of the capital stock of the particular corporation from the particular corporation and issues a share of its own capital stock to a stakeholder as consideration for the share of the capital stock of the particular corporation, the cost to the holding corporation of the share of the capital stock of the particular corporation is deemed to be nil;

  • (f) where at any time a stakeholder receives a taxable conversion benefit and subsection (14) does not apply to the benefit,

    • (i) the corporation that conferred the benefit is deemed to have paid a dividend at that time on shares of its capital stock equal to the value of the benefit, and

    • (ii) subject to subsection (16), the benefit received by the stakeholder is deemed to be a dividend received by the stakeholder at that time;

  • (g) for the purposes of this Part, where a dividend is deemed by paragraph (f) or by paragraph (16)(i) to have been paid by a non-resident corporation, that corporation is deemed in respect of the payment of the dividend to be a corporation resident in Canada that is a taxable Canadian corporation unless any amount is claimed under section 126 in respect of tax on the dividend;

  • (h) for the purposes of section 70, subsection 104(4) and section 128.1, the fair market value of rights to benefits that are to be received in connection with the demutualization is, before the time of the receipt, deemed to be nil; and

  • (i) where a person acquires an annuity contract in respect of which, because of the application of paragraph (2)(f), no benefit is considered to have been received for the purpose of this section,

    • (i) the cost of the annuity contract to the person is deemed to be nil, and

    • (ii) section 12.2 does not apply to the annuity contract.

• Marginal note:Fair market value of ownership rights

  (5) For the purposes of section 70, subsection 104(4) and section 128.1, where an insurance corporation makes, at any time, a public announcement that it intends to seek approval for its demutualization, the fair market value of ownership rights in the corporation is deemed to be nil throughout the period that

  • (a) begins at that time; and

  • (b) ends either at the time of the demutualization or, in the event that the corporation makes at any subsequent time a public announcement that it no longer intends to demutualize, at the subsequent time.

• Marginal note:Paid-up capital — insurance corporation

  (6) Where an insurance corporation resident in Canada has demutualized, in computing the paid-up capital at any particular time in respect of a class of shares of the capital stock of the corporation,

  • (a) there shall be deducted the total of all amounts each of which would, but for this subsection, have been deemed by subsection 84(1) to have been paid at or before the particular time by the corporation as a dividend on a share of that class because of an increase in paid-up capital (determined without reference to this subsection) in connection with the demutualization; and

  • (b) there shall be added the amount, if any, by which

    • (i) the total of all amounts each of which is deemed by subsection 84(3), (4) or (4.1) to be a dividend on shares of that class paid by the corporation before the particular time

    exceeds

    • (ii) the total of all amounts each of which would be deemed by subsection 84(3), (4) or (4.1) to be a dividend on shares of that class paid by the corporation before the particular time, if this Act were read without reference to this subsection.

• Marginal note:Paid-up capital — holding corporation

  (7) Where a particular corporation resident in Canada was at any time a holding corporation in connection with the demutualization of an insurance corporation, in computing the paid-up capital at any particular time in respect of a class of shares of the capital stock of the particular corporation,

  • (a) there shall be deducted the total of all amounts each of which is an amount by which the paid-up capital would, but for this subsection, have increased at or before the particular time as a result of the acquisition of shares of a class of the capital stock of the insurance corporation from the corporation on its demutualization; and

  • (b) there shall be added the amount, if any, by which

    • (i) the total of all amounts each of which is deemed by subsection 84(3), (4) or (4.1) to be a dividend on shares of that class paid by the particular corporation before the particular time

    exceeds

    • (ii) the total of all amounts each of which would be deemed by subsection 84(3), (4) or (4.1) to be a dividend on shares of that class paid by the particular corporation before the particular time, if this Act were read without reference to this subsection.

• Marginal note:Policy dividends

  (8) Where the payment of a policy dividend by an insurance corporation is a taxable conversion benefit,

  • (a) for the purposes of this Act other than this section, the policy dividend is deemed not to be a policy dividend; and

  • (b) no amount in respect of the policy dividend may be included, either explicitly or implicitly, in the calculation of an amount deductible by the insurer for any taxation year under paragraph 20(7)(c) or subsection 138(3).

• Marginal note:Payment and receipt of premium

  (9) Where, in connection with the demutualization of an insurance corporation, a person would, if subsection (2) were read without reference to paragraphs (f) and (g) and paragraph (3)(a) were read without reference to the application of subsection 147.4(2), receive a particular benefit that is a specified insurance benefit,

  • (a) the insurance corporation that is obligated to pay benefits under the policy to which the particular benefit relates is deemed to have received a premium at the time of the demutualization in respect of that policy equal to the value of the particular benefit;

  • (b) for the purpose of paragraph (a), to the extent that the obligations of a particular insurance corporation under the policy were assumed by another insurance corporation before the time of the demutualization, the particular corporation is deemed not to be obligated to pay benefits under the policy; and

  • (c) subject to paragraph (15)(e), where the person receives the particular benefit, the person is deemed to have paid, at the time of demutualization, a premium in respect of the policy to which the benefit relates equal to the value of the particular benefit.

• Marginal note:Cost of taxable conversion benefit

  (10) Where, in connection with the demutualization of an insurance corporation, a stakeholder receives a taxable conversion benefit (other than a specified insurance benefit), the stakeholder is deemed to have acquired the benefit at a cost equal to the value of the benefit.

• Marginal note:No shareholder benefit

  (11) Subsection 15(1) does not apply to a conversion benefit.

• Marginal note:Exclusion of benefit from RRSP and other rules

  (12) Subject to subsection (14), for the purposes of the provisions of this Act (other than paragraph (9)(c)) that relate to registered retirement savings plans, registered retirement income funds, retirement compensation arrangements, deferred profit sharing plans and superannuation or pension funds or plans, the receipt of a conversion benefit shall be considered to be neither a contribution to, nor a distribution from, such a plan, fund or arrangement.

• Marginal note:RRSP registration rules, etc.

  (13) For the purposes of this Act, paragraphs 146(2)(c.4) and 146.3(2)(g) and subsection 198(6) shall be applied without reference to any conversion benefit.

• Marginal note:Retirement benefit

  (14) A conversion benefit received because of an interest in a life insurance policy held by a trust governed by a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan or superannuation or pension fund or plan is deemed to be received under the plan or fund, as the case may be, if it is received by any person (other than the trust).

• Marginal note:Employee-paid insurance

  (15) Where

  • (a) a stakeholder receives a conversion benefit because of the stakeholder’s interest in a group insurance policy under which individuals have been insured in the course of or because of their employment,

  • (b) at all times before the payment of a premium described in paragraph (c), the full cost of a particular insurance coverage under the policy was borne by the individuals who were insured under the particular coverage,

  • (c) the stakeholder pays a premium under the policy in respect of the particular coverage or under another group insurance policy in respect of coverage that has replaced the particular coverage, and

  • (d) either

    • (i) the premium is deemed by paragraph (9)(c) to have been paid, or

    • (ii) it is reasonable to conclude that the purpose of the premium is to apply, for the benefit of the individuals who are insured under the particular coverage or the replacement coverage, all or part of the value of the portion of the conversion benefit that can reasonably be considered to be in respect of the particular coverage,

  the following rules apply:

  • (e) for the purposes of paragraph 6(1)(f) and regulations made for the purposes of subsection 6(4), the premium is deemed to be an amount paid by the individuals who are insured under the particular coverage or the replacement coverage, as the case may be, and not to be an amount paid by the stakeholder, and

  • (f) no amount may be deducted in respect of the premium in computing the stakeholder’s income.

• Marginal note:Flow-through of conversion benefits to employees and others

  (16) Where

  • (a) a stakeholder receives a conversion benefit (in this subsection referred to as the “relevant conversion benefit”) because of the interest of any person in an insurance policy,

  • (b) the stakeholder makes a payment of an amount (otherwise than by way of a transfer of a share that was received by the stakeholder as all or part of the relevant conversion benefit and that was not so received as a taxable conversion benefit) to a particular individual

    • (i) who has received benefits under the policy,

    • (ii) who has, or had at any time, an absolute or contingent right to receive benefits under the policy,

    • (iii) for whose benefit insurance coverage was provided under the policy, or

    • (iv) who received the amount because an individual satisfied the condition in subparagraph (i), (ii) or (iii),

  • (c) it is reasonable to conclude that the purpose of the payment is to distribute an amount in respect of the relevant conversion benefit to the particular individual,

  • (d) either

    • (i) the main purpose of the policy was to provide retirement benefits or insurance coverage to individuals in respect of their employment with an employer, or

    • (ii) all or part of the cost of insurance coverage under the policy had been borne by individuals (other than the stakeholder),

  • (e) subsection (14) does not apply to the relevant conversion benefit, and

  • (f) one of the following applies, namely,

    • (i) the particular individual is resident in Canada at the time of the payment, the stakeholder is a person the taxable income of which is exempt from tax under this Part and the payment would, if this section were read without reference to this subsection, be included in computing the income of the particular individual,

    • (ii) the payment is received before Decenber 7, 1999 and the stakeholder elects in writing filed with the Minister, on a day that is not more than six months after the end of the taxation year in which the stakeholder receives the relevant conversion benefit (or a later day acceptable to the Minister), that this subsection applies in respect of the payment,

    • (iii) the payment is received after December 6, 1999, the payment would, if this section were read without reference to this subsection, be included in computing the income of the particular individual and the stakeholder elects in writing filed with the Minister, on a day that is not more than six months after the end of the taxation year in which the stakeholder receives the relevant conversion benefit (or a later day acceptable to the Minister), that this subsection applies in respect of the payment, or

    • (iv) the payment is received after December 6, 1999 and the payment would, if this section were read without reference to this subsection, not be included in computing the income of the particular individual,

  the following rules apply:

  • (g) subject to paragraph (l), no amount is, because of the making of the payment, deductible in computing the stakeholder’s income,

  • (h) except for the purpose of this subsection and without affecting the consequences to the particular individual of any transaction or event that occurs after the time that the payment was made, the payment is deemed not to have been received by, or made payable to, the particular individual,

  • (i) the corporation that conferred the relevant conversion benefit is deemed to have paid to the particular individual at the time the payment was made, and the particular individual is deemed to have received at that time, a dividend on shares of the capital stock of the corporation equal to the amount of the payment,

  • (j) all obligations that would, but for this subsection, be imposed by this Act or the regulations on the corporation because of the payment of the dividend apply to the stakeholder as if the stakeholder were the corporation, and do not apply to the corporation,

  • (k) where the relevant conversion benefit is a taxable conversion benefit, except for the purpose of this subsection and the purposes of determining the obligations imposed by this Act or the regulations on the corporation because of the conferral of the relevant conversion benefit, the stakeholder is deemed, to the extent of the fair market value of the payment, not to have received the relevant conversion benefit, and

  • (l) where the relevant conversion benefit was a share received by the stakeholder (otherwise than as a taxable conversion benefit),

    • (i) where the share is, at the time of the payment, capital property held by the stakeholder, the amount of the payment shall, after that time, be added in computing the adjusted cost base to the stakeholder of the share,

    • (ii) where subparagraph (i) does not apply and the share was capital property disposed of by the stakeholder before that time, the amount of the payment is deemed to be a capital loss of the stakeholder from the disposition of a property for the taxation year of the stakeholder in which the payment is made, and

    • (iii) in any other case, paragraph (g) shall not apply to the payment.

• Marginal note:Flow-through of share benefits to employees and others

  (17) Where

  • (a) because of the interest of any person in an insurance policy, a stakeholder receives a conversion benefit (other than a taxable conversion benefit) that consists of shares of the capital stock of a corporation,

  • (b) the stakeholder transfers some or all of the shares at any time to a particular individual

    • (i) who has received benefits under the policy,

    • (ii) who has, or had at any time, an absolute or contingent right to receive benefits under the policy,

    • (iii) for whose benefit insurance coverage was provided under the policy, or

    • (iv) who received the shares because an individual satisfied the condition in subparagraph (i), (ii) or (iii),

  • (c) it is reasonable to conclude that the purpose of the transfer is to distribute all or any portion of the conversion benefit to the particular individual,

  • (d) either

    • (i) the main purpose of the policy was to provide retirement benefits or insurance coverage to individuals in respect of their employment with an employer, or

    • (ii) all or part of the cost of insurance coverage under the policy had been borne by individuals (other than the stakeholder),

  • (e) subsection (14) does not apply to the conversion benefit, and

  • (f) one of the following applies, namely,

    • (i) the particular individual is resident in Canada at the time of the transfer, the stakeholder is a person the taxable income of which is exempt from tax under this Part and the amount of the transfer would, if this section were read without reference to this subsection, be included in computing the income of the particular individual,

    • (ii) the transfer is made before December 7, 1999 and the stakeholder elects in writing filed with the Minister, on a day that is not more than six months after the end of the taxation year in which the stakeholder receives the conversion benefit (or a later day acceptable to the Minister), that this subsection applies in respect of the transfer,

    • (iii) the transfer is made after December 6, 1999, the amount of the transfer would, if this section were read without reference to this subsection, be included in computing the income of the particular individual and the stakeholder elects in writing filed with the Minister, on a day that is not more than six months after the end of the taxation year in which the stakeholder receives the conversion benefit (or a later day acceptable to the Minister), that this subsection applies in respect of the transfer, or

    • (iv) the transfer is made after December 6, 1999 and the amount of the transfer would, if this section were read without reference to this subsection, not be included in computing the income of the particular individual,

  the following rules apply:

  • (g) no amount is, because of the transfer, deductible in computing the stakeholder’s income,

  • (h) except for the purpose of this subsection and without affecting the consequences to the particular individual of any transaction or event that occurs after the time that the transfer was made, the transfer is deemed not to have been made to the particular individual nor to represent an amount payable to the particular individual, and

  • (i) the cost of the shares to the particular individual is deemed to be nil.

• Marginal note:Acquisition of control

  (18) For the purposes of subsections 10(10), 13(21.2) and (24) and 18(15), sections 18.1 and 37, subsection 40(3.4), the definition superficial loss in section 54, section 55, subsections 66(11), (11.4) and (11.5), 66.5(3) and 66.7(10) and (11), section 80, paragraph 80.04(4)(h), subsections 85(1.2) and 88(1.1) and (1.2), sections 111 and 127 and subsections 249(4) and 256(7), control of an insurance corporation (and each corporation controlled by it) is deemed not to be acquired solely because of the acquisition of shares of the capital stock of the insurance corporation, in connection with the demutualization of the insurance corporation, by a particular corporation that at a particular time becomes a holding corporation in connection with the demutualization where, immediately after the particular time,

  • (a) the particular corporation is not controlled by any person or group of persons; and

  • (b) 95% of the fair market value of all the assets of the particular corporation is less than the total of all amounts each of which is

    • (i) the amount of the particular corporation’s money,

    • (ii) the amount of a deposit, with a financial institution, of such money standing to the credit of the particular corporation,

    • (iii) the fair market value of a bond, debenture, note or similar obligation that is owned by the particular corporation that had, at the time of its acquisition, a maturity date of not more than 24 months after that time, or

    • (iv) the fair market value of a share of the capital stock of the insurance corporation held by the particular corporation.