I-3 - Taxation Act

Section 965.94 Disposition versions

2010-04-20

965.94. A corporation making a public share issue is also a qualified issuing corporation if, on the date of the receipt for the final prospectus or of the exemption from filing a prospectus,

(a)  it is a Canadian corporation whose head office or principal place of business is in Québec;

(b)  substantially all of its property consists of shares of the capital stock of one or more of its subsidiary controlled corporations or of loans or advances granted to such subsidiary corporations;

(c)  one of the subsidiary corporations meets the requirements of paragraphs a to c and e of section 965.90 and, throughout the 12 preceding months, carried on a business and had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act (chapter V-1.1) nor persons related to such insiders; and

(d)  not more than 50% of the value of the issuing corporation’s property, as shown in the issuing corporation’s last consolidated financial statements submitted to the shareholders for its last taxation year ended before the date of the receipt for the final prospectus or of the exemption from filing a prospectus, consists of property mentioned in paragraph e of section 965.90.

For the purposes of subparagraph c of the first paragraph, a subsidiary is deemed to have had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act nor persons related to such insiders, if

(a)  throughout the 12-month period preceding the date of the receipt for the final prospectus or of the exemption from filing a prospectus, a class of shares of its capital stock is listed on a designated stock exchange located in Canada; and

(b)  a person, other than such an insider or a person related to such an insider, or a partnership provides the subsidiary, in the period described in subparagraph a, with services under a service contract and the subsidiary would normally require the services of more than five full-time employees if those services were not provided.

For the purposes of subparagraph c of the first paragraph, if the favourable advance ruling referred to in paragraph e of section 965.74 or paragraph c of section 965.76 confirms that the subsidiary is carrying on a business on a seasonal basis and that the continuous period during which the business is carried on is comparable to that of other businesses operating in the same sector of activity, subparagraph c of the first paragraph is to be read as if “throughout the 12 preceding months” was replaced by “throughout a period of seasonal activity that precedes that date”.

2006, c. 13, s. 80; 2006, c. 36, s. 92; 2007, c. 12, s. 95; 2009, c. 5, s. 390; 2010, c. 5, s. 113.

2009-05-15

965.94. A corporation making a public share issue is also a qualified issuing corporation if, on the date of the receipt for the final prospectus or of the exemption from filing a prospectus,

(a)  it is a Canadian corporation whose head office or principal place of business is in Québec;

(b)  substantially all of its property consists of shares of the capital stock of one or more of its subsidiary controlled corporations or of loans or advances granted to such subsidiary corporations; and

(c)  one of the subsidiary corporations meets the requirements of paragraphs a to c and e of section 965.90 and, throughout the 12 preceding months, carried on a business and had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act (chapter V-1.1) nor persons related to such insiders;

(d)  not more than 50% of the value of the issuing corporation’s property, as shown in the issuing corporation’s last consolidated financial statements submitted to the shareholders for its last taxation year ended before the date of the receipt for the final prospectus or of the exemption from filing a prospectus, consists of property mentioned in paragraph e of section 965.90.

For the purposes of subparagraph c of the first paragraph, a subsidiary is deemed to have had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act nor persons related to such insiders, if

(a)  a class of shares of its capital stock is listed on a Canadian stock exchange throughout the 12-month period preceding the date of the receipt for the final prospectus or of the exemption from filing a prospectus; and

(b)  a person, other than such an insider or a person related to such an insider, or a partnership provides the subsidiary, in the period described in subparagraph a, with services under a service contract and the subsidiary would normally require the services of more than five full-time employees if those services were not provided.

For the purposes of subparagraph c of the first paragraph, if the favourable advance ruling referred to in paragraph e of section 965.74 or paragraph c of section 965.76 confirms that the subsidiary is carrying on a business on a seasonal basis and that the continuous period during which the business is carried on is comparable to that of other businesses operating in the same sector of activity, subparagraph c of the first paragraph is to be read as if “throughout the 12 preceding months” was replaced by “throughout a period of seasonal activity that precedes that date”.

2006, c. 13, s. 80; 2006, c. 36, s. 92; 2007, c. 12, s. 95; 2009, c. 5, s. 390.

2007-11-07

965.94. A corporation making a public share issue is also a qualified issuing corporation if, on the date of the receipt for the final prospectus or of the exemption from filing a prospectus,

(a)  it is a Canadian corporation whose head office or principal place of business is in Québec;

(b)  substantially all of its property consists of shares of the capital stock of one or more of its subsidiary controlled corporations or of loans or advances granted to such subsidiary corporations; and

(c)  one of the subsidiary corporations meets the requirements of paragraphs a to c and e of section 965.90 and, throughout the 12 preceding months, carried on a business and had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act (chapter V-1.1) nor persons related to such insiders;

(d)  not more than 50% of the value of the issuing corporation’s property, as shown in the issuing corporation’s last consolidated financial statements submitted to the shareholders for its last taxation year ended before the date of the receipt for the final prospectus or of the exemption from filing a prospectus, consists of property mentioned in paragraph e of section 965.90.

For the purposes of subparagraph c of the first paragraph, a subsidiary is deemed to have had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act nor persons related to such insiders, if

(a)  a class of shares of its capital stock is listed on a Canadian stock exchange throughout the 12-month period preceding the date of the receipt for the final prospectus or of the exemption from filing a prospectus; and

(b)  a person, other than such an insider or a person related to such an insider, or a partnership provides the subsidiary, in the period described in subparagraph a, with services under a service contract and the subsidiary would normally require the services of more than five full-time employees if those services were not provided.

2006, c. 13, s. 80; 2006, c. 36, s. 92; 2007, c. 12, s. 95.

2006-12-06

965.94. A corporation making a public share issue is also a qualified issuing corporation if, on the date of the receipt for the final prospectus or of the exemption from filing a prospectus,

(a)  it is a Canadian corporation whose head office or principal place of business is in Québec;

(b)  substantially all of its property consists of shares of the capital stock of one or more of its subsidiary controlled corporations or of loans or advances granted to such subsidiary corporations; and

(c)  one of the subsidiary corporations meets the requirements of paragraphs a to c and e of section 965.90 and, throughout the 12 preceding months, carried on a business and had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act (chapter V-1.1) nor persons related to such insiders;

(d)  not more than 50 % of the value of the issuing corporation’s property, as shown in the issuing corporation’s last consolidated statement of earnings submitted to the shareholders for its last taxation year ended before the date of the receipt for the final prospectus or of the exemption from filing a prospectus, consists of property mentioned in paragraph e of section 965.90.

For the purposes of subparagraph c of the first paragraph, a subsidiary is deemed to have had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act nor persons related to such insiders, if

(a)  a class of shares of its capital stock is listed on a Canadian stock exchange throughout the 12-month period preceding the date of the receipt for the final prospectus or of the exemption from filing a prospectus; and

(b)  a person, other than such an insider or a person related to such an insider, or a partnership provides the subsidiary, in the period described in subparagraph a, with services under a service contract and the subsidiary would normally require the services of more than five full-time employees if those services were not provided.

2006, c. 13, s. 80; 2006, c. 36, s. 92.

2006-06-13

965.94. A corporation making a public share issue is also a qualified issuing corporation if, on the date of the receipt for the final prospectus or of the exemption from filing a prospectus,

(a)  it is a Canadian corporation whose head office or principal place of business is in Québec;

(b)  substantially all of its property consists of shares of the capital stock of one or more of its subsidiary controlled corporations or of loans or advances granted to such subsidiary corporations; and

(c)  one of the subsidiary corporations meets the requirements of paragraphs a to c and e of section 965.90 and, throughout the 12 preceding months, carried on a business and had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act (chapter V-1.1) nor persons related to such insiders.

For the purposes of subparagraph c of the first paragraph, a subsidiary is deemed to have had not fewer than five full-time employees who are neither insiders within the meaning of section 89 of the Securities Act nor persons related to such insiders, if

(a)  a class of shares of its capital stock is listed on a Canadian stock exchange throughout the 12-month period preceding the date of the receipt for the final prospectus or of the exemption from filing a prospectus; and

(b)  a person, other than such an insider or a person related to such an insider, or a partnership provides the subsidiary, in the period described in subparagraph a, with services under a service contract and the subsidiary would normally require the services of more than five full-time employees if those services were not provided.

2006, c. 13, s. 80.