Corporate Reorganizations: Exchanges and Amalgamations

Canadian Tax Essentials: Personal & Corporate · 3:54

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Lyrics

[Verse 1]
When companies need to restructure and grow
Section Eighty-Six shows the way to go
Share exchanges let the magic happen clean
Tax-deferred deals keep the slate pristine
Corporations swap their equity around
New parent companies can now be found

[Chorus]
Eighty-Six and Eighty-Seven
Corporate reorganization heaven
Tax-deferred when rules align
Share exchanges work just fine
Amalgamations merge as one
Section rules get the deal done

[Verse 2]
For share exchange to qualify today
Common shares must come into play
Ninety percent control must be achieved
And consideration rules must be believed
Boot received can trigger tax to pay
But qualifying shares can defer the day

[Chorus]
Eighty-Six and Eighty-Seven
Corporate reorganization heaven
Tax-deferred when rules align
Share exchanges work just fine
Amalgamations merge as one
Section rules get the deal done

[Verse 3]
Section Eighty-Seven brings companies tight
Amalgamation makes them unite
Two or more become a single name
Predecessor corps end their legal game
Assets transfer at their book amount
Tax-deferred benefits really count

[Bridge]
Shareholders get rollover treatment when
Qualifying conditions all align again
Adjusted cost base flows right through
Capital gains can wait for you
But watch for non-qualifying consideration
That triggers immediate taxation

[Chorus]
Eighty-Six and Eighty-Seven
Corporate reorganization heaven
Tax-deferred when rules align
Share exchanges work just fine
Amalgamations merge as one
Section rules get the deal done

[Verse 4]
For amalgamation to succeed
All shareholders must agree indeed
Voting rules and statutory plans
Guide the merger through legal hands
New corporation takes the place
Of predecessors without a trace

[Outro]
When restructuring is your corporate goal
These sections help you stay in control
Tax-deferred reorganization way
Keeps the Canada Revenue at bay
Eighty-Six and Eighty-Seven
Your restructuring pathway to heaven

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