I-3, r. 1 - Regulation respecting the Taxation Act

Section 726.14r1 Disposition versions

2012-09-01

726.14R1. For the purposes of section 726.14 of the Act and subject to section 726.14R3, a prescribed share is a share of the capital stock of a corporation where

(a)  under the terms and conditions of the share or any agreement in respect of the share or its issue and at the time the share is issued

i.  the amount of the dividends, referred to in this chapter as “dividend entitlement”, that the corporation may declare or pay on the share is not limited to a maximum amount or fixed at a minimum amount at that time or at any time thereafter by means of a formula or otherwise,

ii.  the amount, referred to in this chapter as “liquidation entitlement”, that the holder of the share is entitled to receive on the share on the dissolution, liquidation or winding-up of the corporation is not limited to a maximum amount or fixed at a minimum amount by means of a formula or otherwise,

iii.  the share cannot be converted into any other security, other than another security of the corporation that is, or would be on the day of the conversion, a prescribed share,

iv.  the holder of the share does not have, at that time or at any time thereafter, either the right or the obligation to cause the share to be redeemed, acquired or cancelled by the corporation or by any specified person in relation to the corporation, except where the redemption, acquisition or cancellation is required pursuant to a conversion that is not prohibited by subparagraph iii,

v.  no person or partnership has the obligation, conditionally or otherwise, to reduce, or to cause the corporation to reduce, at that time or at any time thereafter, the paid-up capital in respect of the share, otherwise than by means of a redemption, acquisition or cancellation of the share that is not prohibited by this chapter,

vi.  no person or partnership has the obligation, at that time or at any time thereafter, conditionally or otherwise, except in the case of an excluded obligation in relation to the share within the meaning of section 359.1R1, to provide assistance to acquire the share, to make a loan or payment, to transfer property or to otherwise confer a benefit by any means whatsoever, including the payment of a dividend that may reasonably be considered to be, directly or indirectly, a repayment or return by the corporation or by a specified person in relation to the corporation of all or part of the consideration for which the share was issued, and

vii.  neither the corporation nor any specified person in relation to the corporation has the right or the obligation, conditionally or otherwise, to redeem, acquire or cancel, at that time or at any time thereafter, the share in whole or in part, except where the redemption, acquisition or cancellation is required pursuant to a conversion that is not prohibited by subparagraph iii;

(b)  under the terms and conditions of the share or any agreement in respect of the share or its issue, no person or partnership has the obligation, conditionally or otherwise, except in the case of an excluded obligation in relation to the share within the meaning of section 359.1R1, to provide, at any time, any form of undertaking in respect of the share, including any guarantee, security, covenant or agreement and also including the lending of funds to or on behalf of the holder of the share or any specified person in relation to the holder of the share, or the deposit of amounts with or on behalf of the holder of the share or any specified person in relation to the holder of the share that may reasonably be considered to have been provided in order to ensure that

i.  any loss that the holder of the share may sustain by virtue of the holding, ownership or disposition of the share is limited in all respects, or

ii.  the holder of the share will derive benefits by virtue of the holding, ownership or disposition of the share; and

(c)  at the time the share is issued, it cannot reasonably be expected, in view of all the circumstances, that the terms and conditions of the share or any agreement existing in respect of the share or its issue will thereafter be modified or amended, or that any new agreement in respect of the share or its issue will be entered into, in such a manner that the share would not be a prescribed share if it had been issued at the time of such modification or amendment or at the time the new agreement is entered into.

s. 726.14R1; O.C. 1549-88, s. 23; O.C. 1660-94, s. 11; O.C. 1707-97, s. 98; O.C. 134-2009, s. 1.