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Section 55(2) (intercorporate dividend rule)

Subsection 55(2) of the Income Tax Act is an anti-avoidance rule for taxable dividends received by a corporation resident in Canada. Where it applies, the dividend is deemed not to be a dividend and is treated instead as proceeds of disposition of a share or as a gain from the disposition of a capital property.

You meet this rule when a holding company receives a dividend from a corporation whose shares it later sells. The Canada Revenue Agency’s folio on taxable dividends says the rule prohibits, among other things, arrangements that convert a capital gain on shares into a tax-free dividend, which it calls capital gains stripping.

Conditions in subsection 55(2.1)

The recipient must be entitled to a deduction for the dividend under subsection 112(1) or (2) or 138(6). One of the purposes of the payment or receipt (or, for a subsection 84(3) dividend, one of its results) must be a significant reduction in the capital gain on a share; or, for a dividend received on a share held as capital property other than on a redemption, a significant reduction in a share’s value or a significant increase in the cost of property. The dividend must also exceed safe income. The Act carves out the part of a dividend subject to Part IV tax that is not refunded, and subsection 55(3) lists exceptions.

What to ask

  • Which dividends were paid or planned in the series of transactions
  • Whether an exception in subsection 55(3) is said to apply, and on what facts
  • How a pre-sale dividend was tested against safe income

Sources

This definition is checked against primary sources. Links were last confirmed on the dates shown.

  1. 01
    Government of CanadaGovernment
    Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.)
    laws-lois.justice.gc.ca·Checked Oct 1, 2026
  2. 02
    Canada Revenue AgencyGovernment
    Income Tax Folio S3-F2-C2, Taxable Dividends from Corporations Resident in Canada
    canada.ca·Checked Oct 24, 2026

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