Section 128 — Excise Tax Act: Closely related corporation

For the purposes of this Part, a particular corporation and another corporation are closely related to each other at any time if at that time qualifying voting control in respect of the other corporation is held by, and not less than 90% of the value and number of the issued and outstanding shares, having full voting rights under all circumstances, of the capital stock of the other corporation are owned by, the particular corporation, a qualifying subsidiary of the particular corporation, a corporation of which the particular corporation is a qualifying subsidiary, a qualifying subsidiary of a corporation of which the particular corporation is a qualifying subsidiary, or any combination of the corporations or subsidiaries referred to in subparagraphs (i) to (iv); or [Repealed, 1993, c. 27, s. 12] the other corporation is a prescribed corporation in relation to the particular corporation. For the purposes of this Part, a person or a group of persons holds qualifying voting control in respect of a corporation at any time if at that time the person, or the members of the group collectively, as the case may be, own shares of the corporation to which are attached not less than 90% of the shareholder votes that may be cast in respect of each matter, other than a matter for which a statute of a country, or of a state, province, or other political subdivision of a country, that applies to the corporation provides, in respect of the vote of the shareholders of the corporation on the matter, that any shareholder of the corporation has voting rights that are different from the voting rights that the shareholder would otherwise have under the letters patent, instrument of continuance or other constating instrument by which the corporation was incorporated or continued, including any amendment to, or restatement of, the constating instrument, or holders of a class or series of shares of the corporation are entitled to vote separately as a class or series, or that is a prescribed matter or a matter that meets prescribed conditions or arises in prescribed circumstances; or the person or group, as the case may be, is a prescribed person or group in relation to the corporation. If under subsection (1) two corporations are closely related to the same corporation, they are closely related to each other for the purposes of this Part. For the purposes of this section, an investment fund that is a member of a mutual insurance group is deemed to be a corporation. For the purposes of subsection (1.1), a particular person is deemed not to own a share at a particular time if another person has a right under a contract, in equity or otherwise, either immediately or in the future and either absolutely or contingently, to control the voting rights attached to the share, unless the right is not exercisable at the particular time because its exercise is contingent on the death, bankruptcy or permanent disability of an individual; and the other person is not closely related to the particular person at the particular time.