(a) where the Canadian affiliate and the entrant bank jointly elect in accordance with subsection (11) to have this paragraph apply,

      (i) both

        (A) the value of that part of the consideration for the transfer of the property, and

        (B) for the purpose of determining the consequences of the assumption of the obligation and any subsequent settlement or extinguishment of it, the value of the consideration given to the entrant bank for the assumption of the obligation,

      are deemed to be an amount (in this paragraph referred to as the ``assumption amount'') equal to the amount outstanding on account of the principal amount of the obligation at that time, and

      (ii) the assumption amount shall not be considered a term of the transaction that differs from that which would have been made between persons dealing at arm's length solely because it is not equal to the fair market value of the obligation at that time;

    (b) where the obligation is denominated in a foreign currency, and the Canadian affiliate and the entrant bank jointly elect in accordance with subsection (11) to have this paragraph apply,

      (i) the amount of any income, loss, capital gain or capital loss in respect of the obligation due to the fluctuation in the value of the foreign currency relative to Canadian currency realized by

        (A) the Canadian affiliate on the assumption of the obligation is deemed to be nil, and

        (B) the entrant bank on the settlement or extinguishment of the obligation shall be determined based on the amount of the obligation in Canadian currency at the time it became an obligation of the Canadian affiliate, and

      (ii) for the purpose of an election made in respect of the obligation under paragraph (a), the amount outstanding on account of the principal amount of the obligation at that time is the total of all amounts each of which is an amount that was advanced to the Canadian affiliate on account of principal, that remains outstanding at that time, and that is determined using the exchange rate that applied between the foreign currency and Canadian currency at the time of the advance; and

    (c) for the purpose of applying paragraphs 20(1)(e) and (f) in respect of the debt obligation, the obligation is deemed not to have been settled or extinguished by virtue of its assumption by the entrant bank and the entrant bank is deemed to be the same corporation as, and a continuation of, the Canadian affiliate.

Branch-establi shment dividend

(9) Notwithstanding any other provision of this Act, the rules in subsection (10) apply if

    (a) a dividend is paid by a Canadian affiliate of an entrant bank to the entrant bank or to a person that is affiliated with the Canadian affiliate and that is resident in the country in which the entrant bank is resident, or

    (b) a dividend is deemed to be paid for the purposes of this Part or Part XIII (other than by paragraph 214(3)(a)) as a result of a transfer of property from the Canadian affiliate to such a person,

and the Canadian affiliate and the entrant bank jointly elect in accordance with subsection (11) to have subsection (10) apply in respect of the dividend.

Treatment of dividend

(10) If the conditions in subsection (9) are met,

    (a) the dividend is deemed (except for the purposes of subsections 112(3) to (7)) not to be a taxable dividend; and

    (b) there is added to the amount otherwise determined under paragraph 219(1)(g) in respect of the entrant bank for its first taxation year that ends after the time at which the dividend is paid, the amount of the dividend less, where the dividend is paid by means of, or arises as a result of, a transfer of eligible property in respect of which the Canadian affiliate and the entrant bank have jointly elected under subsection (3), the amount by which the fair market value of the property transferred exceeds the amount the Canadian affiliate and the entrant bank have agreed on in their election.

Elections

(11) An election under subsection (3) or (7), paragraph (8)(a) or (b) or subsection (10), (12) or (14) is valid only if

    (a) the entrant bank by which the election is made has, on or before the day that is 6 months after the day on which the Income Tax Amendments Act, 2000 receives royal assent, complied with paragraphs 1.1(b) and (c) of the ``Guide to Foreign Bank Branching'' in respect of the establishment and commencement of business of a foreign bank branch in Canada issued by the Office of the Superintendent of Financial Institutions, as it read on December 31, 2000;

    (b) the election is made in prescribed form on or before the earlier of the filing-due date of the Canadian affiliate and the filing-due date of the entrant bank, for the taxation year that includes the time at which

      (i) in the case of an election under subsection (3) or (7), paragraph (8)(a) or (b) or subsection (10), the dividend, transfer or assumption to which the election relates is paid, made or effected, or

      (ii) in the case of an election under subsection (12), the dissolution order was granted or the winding up commenced; and

    (c) in the case of an election under subsection (3) or (7), paragraph (8)(a) or (b) or subsection (10), the dividend, transfer or assumption to which the election relates is paid, made or effected within the period that

      (i) begins on the day on which the Superintendent makes an order in respect of the entrant bank under subsection 534(1) of the Bank Act, and

      (ii) ends on the later of

        (A) the earlier of

          (I) the day that is one year after the day referred to subparagraph (i), and

          (II) the day that is three years after the day on which the Income Tax Amendments Act, 2000 receives royal assent, and

        (B) the day that is one year after the day on which the Income Tax Amendments Act, 2000 receives royal assent.

Winding-up of Canadian affiliate: losses

(12) If

    (a) within the period described in paragraph (11)(c) in respect of the entrant bank,

      (i) the Minister of Finance has issued letters patent under section 342 of the Bank Act or section 347 of the Trust and Loan Companies Act dissolving the Canadian affiliate or an order under section 345 of the Bank Act or section 350 of the Trust and Loan Companies Act approving the Canadian affiliate's application for dissolution (such letters patent or order being referred to in this subsection as the ``dissolution order''), or

      (ii) the affiliate has been wound up under the terms of the corporate law that governs it,

    (b) the entrant bank carries on all or part of the business in Canada that was formerly carried on by the Canadian affiliate, and

    (c) the Canadian affiliate and the entrant bank jointly elect in accordance with subsection (11) to have this section apply

then in applying section 111 for the purpose of computing the taxable income earned in Canada of the entrant bank for any taxation year that begins after the date of the dissolution order or the commencement of the winding up, as the case may be,

    (d) subject to paragraphs (e) and (h), the portion of a non-capital loss of the Canadian affiliate for a taxation year (in this paragraph referred to as the ``Canadian affiliate's loss year'') that can reasonably be regarded as being its loss from carrying on a business in Canada (in this paragraph referred to as the ``loss business'') or being in respect of a claim made under section 110.5, to the extent that it

      (i) was not deducted in computing the taxable income of the Canadian affiliate or any other entrant bank for any taxation year, and

      (ii) would have been deductible in computing the taxable income of the Canadian affiliate for any taxation year that begins after the date of the dissolution order or the commencement of the winding up, as the case may be, on the assumption that it had such a taxation year and that it had sufficient income for that year,

    is deemed, for the taxation year of the entrant bank in which the Canadian affiliate's loss year ended, to be a non-capital loss of the entrant bank from carrying on the loss business (or, in respect of a claim made under section 110.5, to be a non-capital loss of the entrant bank in respect of a claim under subparagraph 115(1)(a)(vii)) that was not deductible by the entrant bank in computing its taxable income earned in Canada for any taxation year that began before the date of the dissolution order or the commencement of the winding up, as the case may be,

    (e) if at any time control of the Canadian affiliate or entrant bank has been acquired by a person or group of persons, no amount in respect of the Canadian affiliate's non-capital loss for a taxation year that ends before that time is deductible in computing the taxable income earned in Canada of the entrant bank for a particular taxation year that ends after that time, except that the portion of the loss that can reasonably be regarded as the Canadian affiliate's loss from carrying on a business in Canada and, where a business was carried on by the Canadian affiliate in Canada in the earlier year, the portion of the loss that can reasonably be regarded as being in respect of an amount deductible under paragraph 110(1)(k) in computing its taxable income for the year are deductible only

      (i) if that business is carried on by the Canadian affiliate or the entrant bank for profit or with a reasonable expectation of profit throughout the particular year, and

      (ii) to the extent of the total of the entrant bank's income for the particular year from that business, and where properties were sold, leased, rented or developed or services rendered in the course of carrying on that business before that time, from any other business substantially all of the income of which was derived from the sale, leasing, rental or development, as the case may be, of similar properties or the rendering of similar services,

    and, for the purpose of this paragraph, where subsection 88(1.1) applied to the dissolution of another corporation in respect of which the Canadian affiliate was the parent and paragraph 88(1.1)(e) applied in respect of losses of that other corporation, the Canadian affiliate is deemed to be the same corporation as, and a continuation of, that other corporation with respect to those losses,

    (f) subject to paragraphs (g) and (h), a net capital loss of the Canadian affiliate for a taxation year (in this paragraph referred to as the ``Canadian affiliate's loss year'') is deemed to be a net capital loss of the entrant bank for its taxation year in which the Canadian affiliate's loss year ended to the extent that the loss

      (i) was not deducted in computing the taxable income of the Canadian affiliate or any other entrant bank for any taxation year, and

      (ii) would have been deductible in computing the taxable income of the Canadian affiliate for any taxation year beginning after the date of the dissolution order or the commencement of the winding-up, as the case may be, on the assumption that the Canadian affiliate had such a taxation year and that it had sufficient income and taxable capital gains for that year,

    (g) if at any time control of the Canadian affiliate or the entrant bank has been acquired by a person or group of persons, no amount in respect of the Canadian affiliate's net capital loss for a taxation year that ends before that time is deductible in computing the entrant bank's taxable income earned in Canada for a taxation year that ends after that time, and

    (h) any loss of the Canadian affiliate that would otherwise be deemed by paragraph (d) or (f) to be a loss of the entrant bank for a particular taxation year that begins after the date of the dissolution order or the commencement of the winding-up, as the case may be, is deemed, for the purpose of computing the entrant bank's taxable income earned in Canada for taxation years that begin after that date, to be such a loss of the entrant bank for its immediately preceding taxation year and not for the particular year, if the entrant bank so elects in its return of income for the particular year.

Winding-up of Canadian affiliate: stop loss

(13) If a Canadian affiliate and its entrant bank have at any time made a joint election under either of subsection (3) or (12),

    (a) in respect of any transfer of property, directly or indirectly, by the Canadian affiliate to the entrant bank or a person with whom the entrant bank does not deal at arm's length,

      (i) subparagraph 13(21.2)(e)(iii) shall be read without reference to clause (E) of that subparagraph,

      (ii) subsection 14(12) shall be read without reference to paragraph (g) of that subsection,

      (iii) paragraph 18(15)(b) shall be read without reference to subparagraph (iv) of that paragraph, and

      (iv) paragraph 40(3.4)(b) shall be read without reference to subparagraph (v) of that paragraph;

    (b) in respect of any property of the Canadian affiliate appropriated to or for the benefit of the entrant bank or any person with whom the entrant bank does not deal at arm's length, section 69(5) shall be read without reference to paragraph (d); and

    (c) for the purposes of applying subsection 13(21.2), 14(12), 18(15) and 40(3.4) to any property that was disposed of by the affiliate, after the dissolution or winding-up of the affiliate, the entrant bank is deemed to be the same corporation as, and a continuation of, the affiliate.

Winding-up of Canadian affiliate: SDOs

(14) If a Canadian affiliate of an entrant bank and the entrant bank meet the conditions set out in paragraphs (12)(a) and (b) and jointly elect in accordance with subsection (11) to have this subsection apply, and the Canadian affiliate has not made an election under this subsection with any other entrant bank, the entrant bank is deemed to be the same corporation as, and a continuation of, the Canadian affiliate for the purposes of paragraphs 142.4(4)(c) and (d) in respect of any specified debt obligation disposed of by the Canadian affiliate.

(2) Subsection (1) applies after June 27, 1999.

139. (1) Paragraph (b) of the definition ``qualified investment'' in subsection 146(1) of the Act is replaced by the following:

      (b) a bond, debenture, note or similar obligation

        (i) issued by a corporation the shares of which are listed on a prescribed stock exchange in Canada, or

        (ii) issued by an authorized foreign bank and payable at a branch in Canada of the bank,

(2) Subsection (1) applies after June 27, 1999.

140. (1) Paragraph (b) of the definition ``qualified investment'' in subsection 146.1(1) of the Act is replaced by the following:

      (b) a bond, debenture, note or similar obligation

        (i) issued by a corporation the shares of which are listed on a prescribed stock exchange in Canada, or

        (ii) issued by an authorized foreign bank and payable at a branch in Canada of the bank,

(2) Subsection (1) applies after June 27, 1999.

141. (1) Paragraph (b) of the definition ``qualified investment'' in subsection 146.3(1) of the Act is replaced by the following:

      (b) a bond, debenture, note or similar obligation

        (i) issued by a corporation the shares of which are listed on a prescribed stock exchange in Canada, or

        (ii) issued by an authorized foreign bank and payable at a branch in Canada of the bank,

(2) Subsection (1) applies after June 27, 1999.

142. (1) Subsection 147(10.5) of the Act is repealed.

(2) Subsection (1) applies to shares acquired, but not disposed of, before February 28, 2000 and to shares acquired after February 27, 2000.

143. (1) Paragraph 147.2(4)(a) of the Act is replaced by the following:

Service after 1989

    (a) the total of all amounts each of which is a contribution (other than a prescribed contribution) made by the individual in the year to a registered pension plan that is in respect of a period after 1989 or that is a prescribed eligible contribution, to the extent that the contribution was made in accordance with the plan as registered,

(2) Subsection (1) applies to contributions made after 1990.

144. (1) Paragraph 147.3(5)(a) of the Act is replaced by the following:

    (a) is a single amount no portion of which relates to an actuarial surplus;

(2) Section 147.3 of the Act is amended by adding the following after subsection (7):

Transfer where money purchase plan replaces money purchase plan

(7.1) An amount is transferred from a registered pension plan (in this subsection referred to as the ``transferor plan'') in accordance with this subsection if

    (a) the amount is a single amount;

    (b) the amount is transferred in respect of the surplus (as defined by regulation) under a money purchase provision (in this subsection referred to as the ``former provision'') of the transferor plan;