D-15.1 - Act respecting duties on transfers of immovables

Section 19 Disposition versions

2019-06-19

19. There shall be an exemption from the payment of transfer duties in the following cases:

(a)  the transfer is made by a transferor who is a natural person to a transferee that is a legal person if, immediately after the transfer, the transferor owns shares of the capital stock of the transferee carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the transferee;

(a.1)  the transfer is made by a transferor who is a natural person to a transferee that is a partnership if, immediately after the transfer, the transferor’s share in the transferee’s profits or losses is at least 90%;

(b)  the transfer is made by a transferor that is a legal person to a transferee who is a natural person if, throughout the 24-month period immediately preceding the transfer, or, where the legal person has been constituted for less than 24 months on the date of the transfer, throughout the period that begins on the date of constitution of the legal person and ends on the date of the transfer, the transferee owns shares of the capital stock of the transferor carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the transferor;

(b.1)  the transfer is made by a transferor that is a legal person to a transferee who is a natural person if,

i.  subparagraph b does not apply in respect of the transfer,

ii.  at a particular time in the period referred to in subparagraph b, the transferee acquires ownership of shares of the capital stock of the transferor as a consequence of a death, and

iii.  immediately after the particular time, the transferee owns shares of the capital stock of the transferor carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the transferor;

(b.2)  the transfer is made by a transferor that is a partnership to a transferee who is a natural person if, throughout the 24-month period immediately preceding the transfer or, where the partnership has been constituted for less than 24 months on the date of the transfer, throughout the period that begins on the date of constitution of the partnership and ends on the date of the transfer, the transferee’s share in the transferor’s profits or losses is at least 90%;

(c)  the transferee is a new legal person resulting from the amalgamation of several legal persons;

(d)  the transfer is between two closely related legal persons ;

(e)  (subparagraph repealed);

(f)  (subparagraph repealed);

(g)  the transfer is made by a transferor that is a non-profit legal person to a transferee that is a non-profit legal person, where 90 per cent of the members of one of these legal persons are, at the time of the transfer, members of the other legal person.

For the purposes of subparagraph d of the first paragraph, a legal person is closely related to a particular legal person if, at the time of the transfer, the particular legal person, a qualifying subsidiary of the particular legal person, a legal person of which the particular legal person is a qualifying subsidiary, a qualifying subsidiary of a legal person of which the legal person is a qualifying subsidiary or two or more such legal persons or subsidiaries owns shares of the capital stock of the legal person carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the legal person.

For the purposes of the second paragraph, a legal person whose shares of the capital stock carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the legal person are owned, at the time of the transfer, by another legal person is a qualifying subsidiary of that other legal person at that time.

For the purposes of subparagraph d of the first paragraph and the second and third paragraphs, a partnership is deemed to be, at the time of the transfer, a legal person all of whose shares carrying voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the legal person are owned by each partner of the partnership in a proportion that is equal, at that time, to the partner’s share in the partnership’s profits or losses.

For the purposes of this section, the following rules apply:

(a)  each person, other than the transferor or the transferee, who, at any time, has a right under a contract or otherwise, either immediately or in the future and either absolutely or contingently, to, or to acquire, shares of a legal person or to control the voting rights of such shares, or to cause a legal person to redeem, acquire or cancel any shares of its capital stock owned by other shareholders, is deemed, at that time, to have exercised that right, except where the right is not exercisable at that time because its exercise is contingent on the death, bankruptcy or permanent disability of a person; and

(b)  a partner’s share in a partnership’s profits or losses, at the time of the transfer, is determined according to the terms of the contract of partnership applicable at that time.

1976, c. 30, s. 19; 1978, c. 61, s. 3; 1993, c. 78, s. 34; 1995, c. 7, s. 9; 1999, c. 40, s. 112; 1999, c. 83, s. 20; 2004, c. 21, s. 32; 2017, c. 1, s. 39; 2017, c. 29, s. 10; 2019, c. 14, s. 40.

2017-12-07

19. There shall be an exemption from the payment of transfer duties in the following cases:

(a)  the transfer is made by a transferor who is a natural person to a transferee that is a legal person if, immediately after the transfer, the transferor owns shares of the capital stock of the transferee carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the transferee;

(b)  the transfer is made by a transferor that is a legal person to a transferee who is a natural person if, throughout the 24-month period immediately preceding the transfer, or, where the legal person has been constituted for less than 24 months on the date of the transfer, throughout the period that begins on the date of constitution of the legal person and ends on the date of the transfer, the transferee owns shares of the capital stock of the transferor carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the transferor;

(b.1)  the transfer is made by a transferor that is a legal person to a transferee who is a natural person if,

i.  subparagraph b does not apply in respect of the transfer,

ii.  at a particular time in the period referred to in subparagraph b, the transferee acquires ownership of shares of the capital stock of the transferor as a consequence of a death, and

iii.  immediately after the particular time, the transferee owns shares of the capital stock of the transferor carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the transferor;

(c)  the transferee is a new legal person resulting from the amalgamation of several legal persons;

(d)  the transfer is between two closely related legal persons ;

(e)  (subparagraph repealed);

(f)  (subparagraph repealed);

(g)  the transfer is made by a transferor that is a non-profit legal person to a transferee that is a non-profit legal person, where 90 per cent of the members of one of these legal persons are, at the time of the transfer, members of the other legal person.

For the purposes of subparagraph d of the first paragraph, a legal person is closely related to a particular legal person if, at the time of the transfer, the particular legal person, a qualifying subsidiary of the particular legal person, a legal person of which the particular legal person is a qualifying subsidiary, a qualifying subsidiary of a legal person of which the legal person is a qualifying subsidiary or two or more such legal persons or subsidiaries owns shares of the capital stock of the legal person carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the legal person.

For the purposes of the second paragraph, a legal person whose shares of the capital stock carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the legal person are owned, at the time of the transfer, by another legal person is a qualifying subsidiary of that other legal person at that time.

For the purposes of this section, each person, other than the transferor or the transferee, who, at any time, has a right under a contract or otherwise, either immediately or in the future and either absolutely or contingently, to, or to acquire, shares of a legal person or to control the voting rights of such shares, or to cause a legal person to redeem, acquire or cancel any shares of its capital stock owned by other shareholders of the legal person, is deemed, at that time, to have exercised that right, except where the right is not exercisable at that time because its exercise is contingent on the death, bankruptcy or permanent disability of a person.

1976, c. 30, s. 19; 1978, c. 61, s. 3; 1993, c. 78, s. 34; 1995, c. 7, s. 9; 1999, c. 40, s. 112; 1999, c. 83, s. 20; 2004, c. 21, s. 32; 2017, c. 1, s. 39; 2017, c. 29, s. 10.

2017-02-08

19. There shall be an exemption from the payment of transfer duties in the following cases:

(a)  the transfer is made by a transferor who is a natural person to a transferee that is a legal person if, immediately after the transfer, the transferor owns shares of the capital stock of the transferee carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the transferee;

(b)  the transfer is made by a transferor that is a legal person to a transferee who is a natural person if, throughout the 24-month period immediately preceding the transfer, or, where the legal person has been constituted for less than 24 months on the date of the transfer, throughout the period that begins on the date of constitution of the legal person and ends on the date of the transfer, the transferee owns shares of the capital stock of the transferor carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the transferor;

(c)  the transferee is a new legal person resulting from the amalgamation of several legal persons;

(d)  the transfer is between two closely related legal persons ;

(e)  (subparagraph repealed);

(f)  (subparagraph repealed);

(g)  the transfer is made by a transferor that is a non-profit legal person to a transferee that is a non-profit legal person, where 90 per cent of the members of one of these legal persons are, at the time of the transfer, members of the other legal person.

For the purposes of subparagraph d of the first paragraph, a legal person is closely related to a particular legal person if, at the time of the transfer, the particular legal person, a qualifying subsidiary of the particular legal person, a legal person of which the particular legal person is a qualifying subsidiary, a qualifying subsidiary of a legal person of which the legal person is a qualifying subsidiary or two or more such legal persons or subsidiaries owns shares of the capital stock of the legal person carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the legal person.

For the purposes of the second paragraph, a legal person whose shares of the capital stock carrying at least 90% of the voting rights that may be exercised under any circumstances at the annual meeting of shareholders of the legal person are owned, at the time of the transfer, by another legal person is a qualifying subsidiary of that other legal person at that time.

For the purposes of this section, each person, other than the transferor or the transferee, who, at any time, has a right under a contract or otherwise, either immediately or in the future and either absolutely or contingently, to, or to acquire, shares of a legal person or to control the voting rights of such shares, or to cause a legal person to redeem, acquire or cancel any shares of its capital stock owned by other shareholders of the legal person, is deemed, at that time, to have exercised that right, except where the right is not exercisable at that time because its exercise is contingent on the death, bankruptcy or permanent disability of a person.

1976, c. 30, s. 19; 1978, c. 61, s. 3; 1993, c. 78, s. 34; 1995, c. 7, s. 9; 1999, c. 40, s. 112; 1999, c. 83, s. 20; 2004, c. 21, s. 32; 2017, c. 1, s. 39.

2004-11-03

19. There shall be an exemption from the payment of transfer duties in the following cases:

(a)  the transfer is made by a transferor who is a natural person to a transferee who is a legal person of which at least 90 per cent of the issued shares of the capital stock to which are attached full voting rights are owned by such transferor immediately after the transfer;

(b)  the transfer is made by a transferor that is a legal person to a natural person, if such person is, immediately before the transfer, the owner of at least 90 per cent of the issued full voting shares of the capital stock of the transferor;

(c)  the transferee is a new legal person resulting from the amalgamation of several legal persons;

(d)  the transfer is between two closely related legal persons ;

(e)  (subparagraph repealed);

(f)  (subparagraph repealed);

(g)  the transfer is made by a transferor that is a non-profit legal person to a transferee that is a non-profit legal person, where 90 per cent of the members of one of these legal persons are, at the time of the transfer, members of the other legal person.

For the purposes of subparagraph d of the first paragraph, a legal person is closely related to a particular legal person if, at the time of the transfer,

(a)  at least 90% of the issued shares having full voting rights of the capital stock of the legal person are owned by the particular legal person, a qualifying subsidiary of the particular legal person, a legal person of which the particular legal person is a qualifying subsidiary, a qualifying subsidiary of a legal person of which the legal person is a qualifying subsidiary or any combination of such legal persons or subsidiaries;

(b)  at least 90% of the fair market value of all the issued and outstanding shares of the capital stock of the legal person are owned by the particular legal person; or

(c)  at least 90% of the fair market value of all the issued and outstanding shares of the capital stock of the legal person and of the particular legal person are owned by one and the same legal person or group of legal persons.

For the purposes of subparagraph a of the second paragraph, a legal person at least 90% of whose issued shares having full voting rights are owned, at the time of the transfer, by another legal person is a qualifying subsidiary of that other legal person at that time.

For the purposes of subparagraphs b and c of the second paragraph, the shares of the capital stock of a legal person that are owned or deemed under this paragraph to be owned at the time of the transfer by another legal person are deemed to be owned at that time by each shareholder of that other legal person in a proportion equal to the product obtained by multiplying all such shares by the proportion that the fair market value of the shares of the capital stock of the other legal person owned at that time by the shareholder is of the fair market value of all the issued and outstanding shares of the capital stock of the other legal person at that time.

1976, c. 30, s. 19; 1978, c. 61, s. 3; 1993, c. 78, s. 34; 1995, c. 7, s. 9; 1999, c. 40, s. 112; 1999, c. 83, s. 20; 2004, c. 21, s. 32.

1999-12-20

19. There shall be an exemption from the payment of transfer duties in the following cases:

(a)  the transfer is made by a transferor who is a natural person to a transferee who is a legal person of which at least 90 per cent of the issued shares of the capital stock to which are attached full voting rights are owned by such transferor immediately after the transfer;

(b)  the transfer is made by a transferor that is a legal person to a natural person, if such person is, immediately before the transfer, the owner of at least 90 per cent of the issued full voting shares of the capital stock of the transferor;

(c)  the transferee is a new legal person resulting from the amalgamation of several legal persons;

(d)  the transfer is between two closely related legal persons ;

(e)  (subparagraph repealed);

(f)  (subparagraph repealed);

(g)  the transfer is made by a transferor that is a non-profit legal person to a transferee that is a non-profit legal person, where 90 per cent of the members of one of these legal persons are, at the time of the transfer, members of the other legal person.

For the purposes of subparagraph d of the first paragraph, a legal person is closely related to a particular legal person if, at the time of the transfer, at least 90% of its issued shares having full voting rights are owned by the particular legal person, a qualifying subsidiary of the particular legal person, a legal person of which the particular legal person is a qualifying subsidiary, a qualifying subsidiary of a legal person of which the particular legal person is a qualifying subsidiary or any combination of such legal persons or subsidiaries. A legal person at least 90% of whose issued shares having full voting rights are owned by a particular legal person is a qualifying subsidiary of the particular legal person.

1976, c. 30, s. 19; 1978, c. 61, s. 3; 1993, c. 78, s. 34; 1995, c. 7, s. 9; 1999, c. 40, s. 112; 1999, c. 83, s. 20.

1999-10-22

19. There shall be an exemption from the payment of transfer duties in the following cases:

(a)  the transfer is made by a transferor who is a natural person to a transferee who is a legal person of which at least 90 per cent of the issued shares of the capital stock to which are attached full voting rights are owned by such transferor immediately after the transfer;

(b)  the transfer is made by a transferor that is a legal person to a natural person, if such person is, immediately before the transfer, the owner of at least 90 per cent of the issued full voting shares of the capital stock of the transferor;

(c)  the transferee is a new legal person resulting from the amalgamation of several legal persons;

(d)  the transferee is the parent legal person of the transferor, a subsidiary of the transferor or a subsidiary of a legal person that is a subsidiary of the transferor;

(e)  the transferor is a subsidiary of a legal person that is a subsidiary of the transferee;

(f)  both the transferor and the transferee are subsidiaries of the same parent legal person or subsidiaries of one or several legal persons that is or are, as the case may be, a subsidiary or subsidiaries of the same parent legal person;

(g)  the transfer is made by a transferor that is a non-profit legal person to a transferee that is a non-profit legal person, where 90 per cent of the members of one of these legal persons are, at the time of the transfer, members of the other legal person.

For the purposes of paragraphs d, e and f of the first paragraph, a legal person is a subsidiary, at a particular time, of another legal person, called the “parent legal person”, where at least 90 per cent of the issued full voting shares of its capital stock are the property of the latter.

1976, c. 30, s. 19; 1978, c. 61, s. 3; 1993, c. 78, s. 34; 1995, c. 7, s. 9; 1999, c. 40, s. 112.

1995-02-08

19. There shall be an exemption from the payment of transfer duties in the following cases:

(a)  the transfer is made by a transferor who is a physical person to a transferee who is a corporation of which at least 90 per cent of the issued shares of the capital stock to which are attached full voting rights are owned by such transferor immediately after the transfer;

(b)  the transfer is made by a transferor that is a corporation to a natural person, if such person is, immediately before the transfer, the owner of at least 90 per cent of the issued full voting shares of the capital stock of the transferor;

(c)  the transferee is a new corporation resulting from the amalgamation of several corporations;

(d)  the transferee is the parent corporation of the transferor, a subsidiary of the transferor or a subsidiary of a corporation that is a subsidiary of the transferor;

(e)  the transferor is a subsidiary of a corporation that is a subsidiary of the transferee;

(f)  both the transferor and the transferee are subsidiaries of the same parent corporation or subsidiaries of one or several corporations that is or are, as the case may be, a subsidiary or subsidiaries of the same parent corporation;

(g)  the transfer is made by a transferor that is a non-profit corporation to a transferee that is a non-profit corporation, where 90 per cent of the members of one of these corporations are, at the time of the transfer, members of the other corporation.

For the purposes of paragraphs d, e and f of the first paragraph, a corporation is a subsidiary, at a particular time, of another corporation, called the “parent corporation”, where at least 90 per cent of the issued full voting shares of its capital stock are the property of the latter.

1976, c. 30, s. 19; 1978, c. 61, s. 3; 1993, c. 78, s. 34; 1995, c. 7, s. 9.

1994-01-01

19. There shall be an exemption from the payment of transfer duties in the following cases:

(a)  the transfer is made by a transferor who is a physical person to a transferee who is a corporation of which at least 90 per cent of the issued shares of the capital stock to which are attached full voting rights are owned by such transferor immediately after the transfer;

(b)  the transfer is made by a transferor that is a corporation to a natural person, if such person is, immediately before the transfer, the owner of at least 90 per cent of the issued full voting shares of the capital stock of the transferor;

(c)  the transferee is a new corporation resulting from the amalgamation of several corporations;

(d)  the transferee is the parent corporation of the transferor, a subsidiary of the transferor or a subsidiary of a corporation that is a subsidiary of the transferor;

(e)  the transferor is a subsidiary of a corporation that is a subsidiary of the transferee;

(f)  both the transferor and the transferee are subsidiaries of the same parent corporation or subsidiaries of one or several corporations that is or are, as the case may be, a subsidiary or subsidiaries of the same parent corporation; or

(g)  the transfer is made by a transferor that is a non-profit corporation to a transferee that is a non-profit corporation, where 90 per cent of the members of one of these corporations are, at the time of the transfer, members of the other corporation.

For the purposes of paragraphs d, e and f of the first paragraph, a corporation is a subsidiary, at a particular time, of another corporation, called the “parent corporation”, where at least 90 per cent of the issued full voting shares of its capital stock are the property of the latter.

1976, c. 30, s. 19; 1978, c. 61, s. 3; 1993, c. 78, s. 34.

1978-12-07

19. There shall be an exemption from the payment of transfer duties in the following cases, provided the deed of transfer mentions the fact that:

(a)  the transfer is made by a transferor who is a physical person to a transferee who is a corporation of which at least 90 per cent of the issued shares of the capital stock to which are attached full voting rights are owned by such transferor immediately after the transfer;

(b)  the transfer is made by a transferor that is a corporation to a natural person, if such person is, immediately before the transfer, the owner of at least 90 per cent of the issued full voting shares of the capital stock of the transferor;

(c)  the transferee is a new corporation resulting from the amalgamation of several corporations;

(d)  the transferee is the parent corporation of the transferor, a subsidiary of the transferor or a subsidiary of a corporation that is a subsidiary of the transferor;

(e)  the transferor is a subsidiary of a corporation that is a subsidiary of the transferee;

(f)  both the transferor and the transferee are subsidiaries of the same parent corporation or subsidiaries of one or several corporations that is or are, as the case may be, a subsidiary or subsidiaries of the same parent corporation; or

(g)  the transfer is made by a transferor that is a non-profit corporation to a transferee that is a non-profit corporation, where 90 per cent of the members of one of these corporations are, at the time of the transfer, members of the other corporation.

For the purposes of paragraphs d, e and f of the first paragraph, a corporation is a subsidiary, at a particular time, of another corporation, called the “parent corporation”, where at least 90 per cent of the issued full voting shares of its capital stock are the property of the latter.

1976, c. 30, s. 19; 1978, c. 61, s. 3.

1977-12-31

19. There shall be an exemption from the payment of transfer duties in the following cases, provided the deed of transfer mentions the fact that:

(a)  the transfer is made by a transferor who is a physical person to a transferee who is a corporation of which at least 90 per cent of the issued shares of the capital stock to which are attached full voting rights are owned by such transferor immediately after the transfer;

(b)  the transfer is made by a transferor that is a corporation to a physical person, if such person is, immediately before the transfer, the owner of at least 90 per cent of the issued shares to which are attached full voting rights, of the capital stock of the transferor; or

(c)  the transferee is a new corporation resulting from the amalgamation of several corporations.

1976, c. 30, s. 19.