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Lecture

Rollover Rundown All the rollovers learned summarized into 2 pages.


Department
Accounting & Financial Management
Course Code
AFM 461
Professor
Stanley Laiken

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84.1
sale of shares to a corporation
may receive shares and boot in return
must be connected after rollover (>10%)
applies even if not using section 85 (straight up sale)
there will be a deemed dividend if boot > puc/acb
85
there is an elected amount can crystallize capital gains
elected amount can be between tax cost and FMV
ACB of new shares = elected amount FMV boot (allocate first to boot, then to
PS, then to CS)
55
sale of shares from corporation to unrelated party in exchange for either boot
or Preferred shares
the corporation we are selling shares of, pays out a dividend where no tax is
paid for the receiving corporation (ie, the corporating holding the shares)
purpose of the dividend must be to reduce capital gain on sale of shares
the “offensive dividend” is deemed to be added to proceeds of disposition
(remember to take out safe income!)
there may be a DD on the ULTIMATE sale/redemption under 84(3) of the
PREFERED shares (not our original shares)
85.1
shares exchange (shares of one company for a DIFFERENT company’s shares)
no boot
is between arms length parties
if the conditions for this section are not met deem the exchange @ FMV
o could consider using 85(1) instead
86
exchanging one class of shares for another (of the SAME company)
may have boot
87
amalgamation horizontal
has a deemed year ened
all loss carryforwards may be transferred and used immediately
88
windup or vertical amalgamation
may have a “bump up” of certain NON-depreciable assets
loss carry forward may NOT be deducted the year of the windup
51
deals with shares received from convertible debt
different from section 86 because 51 does NOT newly issued shares in exchange
for the debt
Estate freezes:
hold co the parent is transferring assets/shares to a HOLDCO using 85
o parent gets back p/s and debt
internal freeze the parent is SWAPPING his CS in his company using 86 for
preferred shares and debt of his own company
o his company then issues CS to the children
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