Tax Planning

Vertical Amalgamation (Section 87) Vs. Winding-Up (Section 88)​

Tax Planning: Vertical Amalgamation Vs. Winding-Up

Which is the better option?

Here are some factors you should consider before making the decision:

FactorsExplanation
Ownership

A vertical amalgamation under Section 87 is possible only if the parent owns 100% of the shares.

Under Section 88, Parent has to own ≥ 90% of each class of shares

Loss Utilization Timing

Under an amalgamation, although there is a deemed year-end, the losses of the subsidiary can be used by the parent immediately

Under a wind-up, the parent needs to wait one taxation year

Capital Cost Allowance

In an amalgamation, there is a deemed year end which may reduce the amount of CCA taken

However, under a wind-up, because the assets are disposed to the parent @ UCC, the balance before CCA will be NIL, and no CCA will be taken. CCA will be claimed by the parent after the transfer

Therefore, consider the timing of when the rollover would be done and how much CCA you can take under both alternatives.

For example, if the year-end of both predecessor corporations is December 31, and the restructuring took place on December 31. Under Section 87 CCA will be taken and under Section 88 no CCA will be taken for the year.

CostGenerally because winding-up procedures need to be followed and the subsidiary needs to be dissolved, it costs more wind-up a corporation (i.e. section 88)

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