QUESTION 1

Ms. Bonucci was the sole proprietor of a business that retailed specialty coffees. The business has a December 31 year-end. With the advice of her lawyer, Mr. Chiellini, she proposes to transfer the assets of the business on January 2, 2021 to a newly incorporated company called Bonucci Espresso Ltd., the common shares of which are owned by her husband. This corporation has a December 31 year-end. Ms. Bonucci has provided you with the following balance sheet and additional information concerning her proprietorship.

BONUCCI ESPRESSO

BALANCE SHEET

December 31, 2020

Current Assets
Cash		$15,000
Accounts receivable	$35,000
Less: Reserve for doubtful debts	13,000	22,000
Inventory (not real estate), at cost (FMV$40,000)		37,000
Shares in Spinazzolla Caffe Ltd., at cost (FMV: $32,000)		45,000
Prepaid rent		2,000
		$121,000
Fixed assets
Land, at cost (FMV: $210,000)		60,000
Building, at cost (FMV: $180,000)	$160,000
Less: accumulated amortization	95,000	65,000
Equipment, at cost (FMV: $49,000)	$100,000
Less: accumulated amortization	54,000	46,000
Computer system, at cost (FMV: $12,000)	$25,000
Less: accumulated amortization	8,000	17,000
Computer software, at cost (FMV: $4,000)	$6,000
Less: accumulated amortization	6,000	-
		$309,000
Current liabilities
Accounts payable		$20,000
Current portion of mortgage		27,000
		$47,000
Long-term debt
Mortgage payable	$115,000
Less: current portion	27,000	88,000
		$135,000
Proprietor's equity		174,000
		$309,000

FMV = fair market value

Additional Information

1. Income for tax and financial accounting purposes have always been the same.

2. The proprietorship has developed goodwill that has a fair market value of $71,000.

3. Liabilities are to be assumed by the new corporation. In addition, Ms. Bonucci wants to take, as consideration for the transfer of assets under subsection 85(1), the maximum (to the nearest multiple of $1,000) in notes payable by the corporation to permit the maximum deferral of taxation on the transfer. She wants the remainder of the maximum fair market value of consideration in voting preferred shares. The shares will be retractable with a legal stated capital equal to their fair market value and sufficient votes to control the corporation.

4. Spinazzola Caffe Ltd. is an arm's length Canadian-controlled private corporation. All of the corporation's assets are used in an active business carried on in Canada. Ms. Bonucci owns 15% of the shares of Spinazzola Caffe Ltd.

5. The FMV of Accounts Receivable is $30,000

Required:

Ms. Bonucci has come to you, her accountant, for income tax advice on this proposed transaction.

(a) Identify, with a brief explanation, the business assets that:

(i) should not be transferred to the corporation at all, and

(ii) should be transferred to the corporation, but cannot or should not be transferred under a subsection 85(1) election and the amount and type of consideration that should be received for each asset.

(b) For the assets that should be transferred under a subsection 85(1) election to the corporation, indicate the maximum amount of debt (to the nearest multiple of $1,000) that can be taken. Also, indicate the amount of the shares that can be taken as consideration to defer all possible capital gains, losses and other income and to avoid other adverse tax consequences.

(c) Compute the adjusted cost base (ACB) of the consideration and the paid-up capital (PUC) for tax purposes of the shares received from the corporation on the transfer under a subsection 85(1) election.