What we do
- Estate freezes and family-trust planning
- Section 84.1 anti-surplus-stripping awareness
- Bill C-208 / intergenerational transfer rules
- Insurance and capital-dividend-account planning
CANADA'S TAX & BUSINESS LAWYERS
One of the Biggest Questions for a Business Owner is the Exit Plan
We've got you covered!
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The earlier you prepare the succession plan the better – you may be missing opportunities not available later
01.
Transferring shares of a private business to a family member
Whether shares of a private business are gifted or sold to a family member, the Income Tax Act considers this to be a disposition, which could trigger a tax liability. It is important to obtain tax advice on this transaction, as otherwise it can result in double or even triple taxation if not completed in a tax-efficient manner. Our tax lawyers can advise you on how to tax-efficiently implement a succession plan.
02.
Utilizing the lifetime capital gains exemption
We ask questions to enable us to understand your goals for your business. If there is a risk that your business may not qualify for the lifetime capital gains exemption (LCGE) later, we may recommend undertaking crystalizing the LCGE while you still can. If your business is still growing, we may implement a succession plan to multiply the LCGE with family members.
03.
Estate Freezes
An important tool in succession planning is the ability to undertake an “estate freeze”. It is called a freeze because the value of your shares is “frozen”, and the future growth in your business can be transferred to a family member. Importantly, you can still retain full control over the company, and can decide later when you want your successor to take over the company.
04.
Tax on split income
If your family members are starting to work in the business, we can advise if any anti-income sprinkling rules apply (known as “tax on split income” or “TOSI”). If TOSI does not apply, you may be able to pay your family members a salary to limit the amount of income that is attributed to your personal income for the year.
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Working with us
Every engagement begins with a tax-aware review of your goals. We pair the corporate work — incorporations, agreements, transactions — with the tax planning that lets the structure deliver value over the long term. Your consultation is confidential, and once we are retained, communications are protected by solicitor–client privilege.
We work on fixed-fee quotes for most corporate matters so you know the cost up front.
Frequently asked questions
Do I need a tax lawyer for estate planning if I already have a will?
Wills handle distribution. Tax planning handles what's left after the deemed disposition on death, the capital-gains rollover to a spouse, the post-mortem pipeline, and US estate tax for snowbirds. The two work together.
What is a post-mortem pipeline?
A pipeline transaction lets the estate of a deceased shareholder extract corporate value as a return of capital instead of a deemed dividend, avoiding double taxation. It typically requires a holdco freeze and is most effective when planned within the first year after death.
Should I sell my business as an asset sale or a share sale?
Sellers usually prefer a share sale (Lifetime Capital Gains Exemption can shelter up to ~$1M+ of gain on Qualified Small Business Corporation shares). Buyers usually prefer asset sales (step-up in basis, lower successor-liability risk). The price negotiation is partly about who absorbs the tax differential.
What is the Lifetime Capital Gains Exemption?
An indexed exemption for capital gains on Qualified Small Business Corporation shares (and qualified farm/fishing property). Multiplying it across family members through estate freezes and family trusts is one of the highest-leverage tax-planning moves available to Canadian business owners.