Amalgamations and Wind-ups

Corporate reorganizations are powerful tools in Canadian tax planning, and few are as fundamental as amalgamations and wind-ups. This course provides a focused, practical examination of the tax rules governing these transactions under Sections 87 and 88 of the Income Tax Act. Participants will explore how qualifying amalgamations and wind-ups operate from both a legal and tax perspective, including the transfer of property at adjusted cost base, the treatment of depreciable assets at undepreciated capital cost, and the flow-through of tax attributes such as non-capital losses, net capital losses, and reserves. The course also addresses shareholder implications under Subsection 87(4), paid-up capital adjustments under Subsection 87(3), and the impact of acquisition of control rules on loss utilization. Through structured explanations and practical examples, learners will gain clarity on vertical and horizontal amalgamations, short-form and long-form structures, and the planning considerations surrounding the Section 88(1)(d) bump. Anti-avoidance principles, including relevant jurisprudence, are discussed to help practitioners identify risk areas and avoid unintended tax consequences. By the end of this course, participants will have a solid technical foundation to analyze, structure, and advise on amalgamations and wind-ups with confidence. This course forms part of the Canadian Tax Mastery Certificate, the Corporate Reorganizations and Planning Certificate, and the Corporate and Business Taxation Certificate, and is designed for professionals seeking a deeper understanding of corporate restructuring within the Canadian tax framework.