Understanding Section 85 of the Canadian Income Tax Act

When restructuring a business or transferring assets, Canadian business owners can benefit significantly from Section 85 of the Income Tax Act (ITA). This provision allows taxpayers to transfer eligible property to a taxable Canadian corporation on a tax-deferred basis, helping businesses manage tax liabilities effectively.

How Section 85 Enables Tax Deferral

Section 85 allows individuals and corporations to transfer property to a Canadian corporation without triggering an immediate taxable event. By making a joint election with the receiving corporation, the property can be transferred at an "elected amount," which can be as low as its tax cost, thereby deferring capital gains tax until the property is eventually disposed of by the corporation.

Example of Tax Deferral

Suppose an individual owns shares of a private company with a fair market value (FMV) of $500,000, but an adjusted cost base (ACB) of $200,000. If the shares are transferred to a newly incorporated company under Section 85 and an elected amount of $200,000 is chosen, no immediate taxable gain arises. The tax is deferred until a later disposition.

Using Section 85 to Create a Holding Company

A common application of Section 85 is during the creation of a holding company, especially when rolling over shares of an operating company. This strategy is often used for estate planning or to centralize corporate ownership.

Example of a Holding Company Roll

Consider an entrepreneur who owns an operating company valued at $1 million, with an ACB of $400,000. By setting up a holding company and transferring shares under Section 85, the entrepreneur can elect the transfer value to match the ACB, avoiding immediate tax consequences. The holding company then holds the shares, which can facilitate succession planning or creditor protection.

Importance of Asset Valuation in Section 85 Elections

A valuation of the transferred property is crucial to ensure compliance and to avoid future disputes with the Canada Revenue Agency (CRA). The elected amount cannot exceed the fair market value (FMV), and CRA may scrutinize the valuation to ensure that the transaction is not structured to avoid taxes improperly.

When Valuation is Required

• Operating company shares: When rolling over shares to a holding company.

• Capital property: Such as real estate or equipment being transferred to a corporation.

• Intangible assets: Goodwill or intellectual property transferred to a corporation.

If the CRA determines that the elected amount is not reasonable based on the FMV, it may reassess the transaction and apply penalties or additional taxes.

Required Form for Section 85 Election

To formalize a Section 85 rollover, taxpayers must file Form T2057, "Election on Disposition of Property by a Taxpayer to a Taxable Canadian Corporation." The form must be filed on or before the earliest due date of any party involved in the transfer for the taxation year in which the transfer occurred. Additionally, a written agreement must be in place outlining the terms of the transfer, including the consideration received and the elected value.

Key Information to Include in Form T2057:

1. Details of transferor and transferee (names, business numbers)

2. Description of transferred assets (ACB, FMV, elected amount)

3. Consideration received (e.g., shares issued)

4. Supporting documentation (valuation reports)

Late Filing and Penalties

If Form T2057 is not filed on time, CRA allows a late filing within three years, subject to penalties. A further extension may be available at the CRA’s discretion, but penalties may increase over time.

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Conclusion

Section 85 of the Canadian Income Tax Act provides a powerful tax-deferral tool for business owners looking to transfer assets without immediate tax consequences. Whether forming a holding company, restructuring, or planning for succession, careful planning and proper documentation, especially asset valuation, are critical for compliance and optimizing tax outcomes.

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For specific tax advice tailored to your business, consult a qualified Chartered Professional Accountant (CPA).

Navigating Business Sales in Canada: Share vs. Asset Sale, QSBS Purification, and Tax Implications Explained

When selling a business, choosing between a share sale and an asset sale involves complex tax and strategic considerations. Here are the main differences, the importance of purification for the QSBS (Qualified Small Business Share) exemption, and considerations regarding the Alternative Minimum Tax (AMT):

1. Share Sale

In a share sale, the seller transfers ownership of the corporation by selling their shares to the buyer. The business's entire structure, including assets, liabilities, and contracts, remains intact under new ownership.

Pros of a Share Sale

• Tax Benefits for the Seller:

• If the shares qualify as Qualified Small Business Shares (QSBS), the seller may be eligible for the Lifetime Capital Gains Exemption (LCGE). This is a significant tax advantage under Canadian tax law that allows individuals to exclude a certain amount of capital gains from taxation (currently over $971,190 for 2024). This can reduce or even eliminate the taxes payable on the sale.

• To qualify as QSBS, the company must meet strict criteria, including that at least 90% of its assets are actively used in the business.

• Simplicity for the Seller:

• A share sale transfers ownership of the entire business, including its liabilities and ongoing contracts. This means the seller generally walks away with fewer residual obligations.

• Continuity for the Buyer:

• Employees, supplier contracts, and customer relationships are transferred automatically with the sale. This makes the transition smoother for both parties.

Cons of a Share Sale

• Liabilities Transfer to the Buyer:

• The buyer assumes all past and future liabilities of the business. This includes tax liabilities, legal risks, and potential lawsuits. As a result, buyers may discount the purchase price to offset these risks.

• Preparation for QSBS Qualification (Purification):

• If the company holds non-active business assets, such as excess cash or investments, these must be removed or "purified" to meet QSBS requirements. For instance, surplus cash can be distributed as dividends or used for legitimate business expenses before the sale.

• Potential for Alternative Minimum Tax (AMT):

• When the LCGE is claimed, the seller may trigger AMT. AMT is a parallel tax calculation designed to ensure high-income earners pay a minimum level of tax, even if they benefit from certain exemptions or deductions. Although AMT is often recoverable in future years, it can strain short-term cash flow.

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2. Asset Sale

In an asset sale, the buyer purchases specific assets of the business rather than the corporation's shares. Assets might include equipment, real estate, inventory, intellectual property, or goodwill. The corporation retains any liabilities not expressly transferred.

Pros of an Asset Sale

• Buyer's Preference:

• Buyers prefer asset purchases because they can "cherry-pick" the assets they want while avoiding liabilities and unwanted obligations.

• Tax Benefits for the Buyer:

• The buyer can allocate the purchase price to different assets for tax purposes. For example:

• Physical assets like equipment can be depreciated over time, reducing taxable income.

• Intangible assets like goodwill may be amortized for tax benefits.

• Flexibility:

• The buyer and seller can negotiate which assets are included, giving both parties flexibility in structuring the transaction.

Cons of an Asset Sale

• Double Taxation for the Seller:

• The corporation selling the assets must pay tax on any gains realized from the sale. If the remaining proceeds are distributed to the shareholders, they may be taxed again as dividends. This "double tax" reduces the seller's net proceeds.

• Complexity:

• An asset sale requires valuing and transferring individual assets. This can involve significant legal, tax, and administrative work.

• Continuity Challenges:

• Contracts, licenses, and agreements may not automatically transfer to the buyer. This could require renegotiation with third parties, potentially disrupting the business.

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3. Purification for QSBS Exemption

What is QSBS?

• QSBS stands for Qualified Small Business Shares, a designation under Canadian tax law that offers tax benefits on the sale of shares in a private company. To qualify:

• The company must be a Canadian-Controlled Private Corporation (CCPC).

• At least 90% of its assets must be actively used in the business (e.g., equipment, inventory, or goodwill) at the time of sale.

• For at least 24 months before the sale, at least 50% of the company’s assets must have been used in an active business.

What is Purification?

• If the business holds non-active assets, such as excess cash or investments, it may not qualify for QSBS. Purification involves reorganizing the business to remove or reduce these assets. This can include:

• Paying out excess cash to shareholders as dividends.

• Transferring investments to a holding company.

• Using funds for active business purposes, such as acquiring equipment or repaying business debt.

Why is Purification Important?

• Without purification, the seller might lose the ability to claim the LCGE, potentially resulting in significantly higher taxes on the sale.

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4. Alternative Minimum Tax (AMT)

What is AMT?

• The AMT is a parallel tax system that ensures individuals pay a minimum level of tax, even if they benefit from deductions or exemptions like the LCGE.

How Does AMT Work?

• When a taxpayer claims the LCGE, AMT rules may apply. The AMT calculates taxable income by adding back certain deductions, potentially resulting in additional taxes. However, AMT is often recoverable in future years when the taxpayer’s regular tax liability exceeds the AMT threshold.

Strategies to Mitigate AMT:

• Plan to spread the gain over multiple years, if possible.

• Offset the gain with other income that is not subject to preferential treatment.

• Engage in detailed pre-sale tax planning with an advisor.

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Summary and Strategic Considerations

• Share Sale: Ideal for sellers seeking tax efficiency, particularly if QSBS criteria are met. However, preparation is required to ensure qualification, and AMT implications must be managed.

• Asset Sale: Preferred by buyers due to reduced liability risks and tax benefits. However, it can lead to double taxation for the seller and requires a detailed negotiation of assets.

Recommendation: Engage a tax advisor or CPA early in the process to evaluate the specific circumstances of your sale. They can help navigate purification, AMT considerations, and ensure the sale is structured to maximize benefits while mitigating risks.

Navigating the Canada Small Business Financing Program (CSBFP)

For small and medium-sized businesses (SMBs) in Canada, finding the right financing to fuel growth can be a challenge. Whether you're starting a new venture or looking to expand, securing financing is often a crucial step. That’s where the Canada Small Business Financing Program (CSBFP) can play a vital role. This government-backed initiative helps SMBs access loans for business expansion, purchasing equipment, or improving cash flow, with less risk for lenders.

In this blog post, we’ll walk you through the basics of the CSBFP, who is eligible, how to apply, and provide a few examples to illustrate how the program works.

What is the Canada Small Business Financing Program?

The Canada Small Business Financing Program (CSBFP) is a government initiative designed to help small businesses secure loans from financial institutions by sharing the risk with lenders. The program encourages banks and credit unions to lend to small businesses that might otherwise struggle to qualify for traditional loans due to limited collateral or other factors.

Under the program, the government guarantees up to 85% of the loan, reducing the risk for lenders and making it easier for small businesses to access financing.

Key Features of the CSBFP

• Loan Amount: Businesses can borrow up to $1 million, with a maximum of $500,000 available for the purchase or improvement of equipment and commercial property.
• Loan Purpose: Funds can be used for purchasing or improving land, buildings, and equipment, or for making leasehold improvements (like renovating a leased property). A portion can also be used to cover working capital or startup costs.
• Lender: The loans are provided by financial institutions like banks and credit unions, not directly by the government. The lender works with the borrower to assess eligibility and terms.

Eligibility for the CSBFP

The CSBFP is open to small businesses that meet certain criteria:

1. Size of Business: Your business must be a for-profit Canadian business with annual gross revenues of $10 million or less.

2. Eligible Businesses: Most types of businesses can apply, including:

   • Startups or existing businesses
   • Sole proprietorships, partnerships, and incorporated businesses
   • Franchises

   However, some businesses are ineligible, such as:

   • Non-profit organizations
   • Farming businesses (which are covered under a different program, the Canadian Agricultural Loans Act)
   • Charitable and religious organizations

3. Loan Usage: The loan must be used for specific purposes such as:

   • Purchasing or improving commercial real estate: For example, if you're a restaurant owner looking to buy or renovate a building to open a new location, this would be an eligible use.
   • Buying or improving equipment: If you're a contractor in need of new machinery or vehicles for your business, this type of expense is covered.
   • Leasehold improvements: If you lease a property and need to make improvements (e.g., upgrading a retail store's interior), you can use the loan for this purpose.

   The loan cannot be used for things like paying off existing debts or purchasing inventory.

How to Apply for the CSBFP

Applying for a loan through the CSBFP is straightforward, but it’s important to be prepared with all the necessary documentation.

1. Choose a Financial Institution: Since the loans are offered through banks and credit unions, the first step is to approach your preferred lender. Popular lenders include major banks like RBC, TD Canada Trust, BMO, and CIBC. You can apply at any participating financial institution.

2. Prepare Your Business Plan: Before you approach a lender, make sure to have a solid business plan. This should include:

   • A clear explanation of your business
   • Your financial projections
   • How much financing you need
   • How you plan to use the loan funds

   Having a strong plan increases your chances of approval, as it shows lenders that you're prepared and have a viable path to success.

3. Complete the Application: Your lender will help you complete the application for the CSBFP loan. You will need to provide information about your business, financial history, and plans for how the funds will be used.

4. Approval Process: The financial institution will evaluate your application and determine whether to approve the loan. Keep in mind that while the government guarantees the loan, it is still up to the bank or credit union to decide whether or not to lend to your business.

Example: How the CSBFP Works in Practice

Let’s look at a couple of scenarios to illustrate how the CSBFP can help:

Example 1: A Retail Store Expansion Sarah owns a boutique clothing store on Vancouver Island. She has seen steady growth over the past three years and wants to open a second location. She needs funds to secure a lease and renovate the new retail space.

Through the CSBFP, Sarah applies for a loan of $300,000 to cover:

• Leasehold improvements to the new space
• Purchasing fixtures, lighting, and displays
• Upgrading her point-of-sale system

Because the CSBFP guarantees 85% of the loan, her bank is more comfortable approving the loan, even though she doesn't have significant assets to offer as collateral.

Example 2: A Construction Company Needing New Equipment John runs a small construction company in Central Vancouver Island. His business has grown, and he needs to purchase a new excavator and truck to keep up with demand.

He applies for a $400,000 loan under the CSBFP to purchase the new equipment. The loan enables him to continue growing his business without the burden of high-interest financing.

Final Thoughts

The Canada Small Business Financing Program is a powerful tool for small businesses looking to grow and expand. Whether you’re just starting or looking to make improvements to your business, the CSBFP can provide the financing you need at manageable terms.

Remember, while the government backs the loans, the approval process still rests with the financial institution. Be prepared with a solid business plan and realistic financial projections to increase your chances of success.

For more information, visit the Government of Canada’s CSBFP webpage, or contact your local financial institution to discuss how this program can work for you.

How to Stay Agile as a Small Business in 2025

 As small businesses enter 2025, staying agile will be more critical than ever to adapt to emerging challenges and seize opportunities in an evolving marketplace. With rapid technological advances, economic shifts, and changing customer expectations, flexibility will be essential for survival and growth. Here are some actionable tips on how to keep your small business agile and adaptable in the year ahead:

1. Embrace Technology and Automation

In 2025, technology will continue to transform industries. Small businesses should integrate tools that streamline operations and improve efficiency. Automation tools, artificial intelligence (AI), and cloud computing can help manage repetitive tasks, enhance customer service, and provide real-time data insights. For example, adopting AI-driven customer support can improve response times while reducing costs.

By investing in scalable cloud platforms and digital tools, businesses can also remain flexible when scaling up or down, adapting quickly to market changes.

2. Foster a Culture of Innovation

Creating an innovative culture starts with empowering your team to think creatively and embrace new ideas. Encourage open communication where employees feel comfortable sharing innovative solutions. Continuous learning and development will play a significant role in helping employees adapt to new technologies and processes.

A flexible, forward-thinking mindset will also allow your business to pivot quickly when necessary, staying ahead of competitors in a dynamic market.

3. Keep an Eye on Market Trends

Regularly monitor market trends and consumer behavior to anticipate shifts and adjust your strategies accordingly. Use analytics tools to track industry developments and customer preferences, allowing you to spot opportunities for growth or areas where you need to adapt your offerings.

Paying attention to economic trends will also help prepare for potential downturns, as you can proactively adjust pricing, marketing strategies, or even product lines.

4. Diversify Revenue Streams

Relying on a single revenue source can be risky in uncertain economic conditions. By diversifying your income streams, you can create more stability for your business. Explore new markets, offer complementary products or services, or even develop partnerships to expand your customer base.

For example, many businesses are investing in digital products or services to complement traditional offerings, allowing them to tap into broader markets.

5. Focus on Customer Experience

Customer expectations are constantly evolving. Providing a seamless, personalized experience will help your business stand out. Leverage customer feedback, analytics, and AI tools to enhance your customer journey, from discovery to post-purchase support. Prioritizing excellent customer service will foster loyalty and drive word-of-mouth referrals.

Additionally, adapting your products and services based on real-time feedback can keep you aligned with customer needs, ensuring you remain competitive in 2025.

6. Implement Flexible Work Practices

The trend toward remote and hybrid work models will likely continue into 2025. Offering flexible work arrangements can help attract and retain talent, while also making your business more resilient to disruptions. Invest in the right digital collaboration tools and ensure your employees have the resources they need to stay productive and engaged, regardless of their location.

This flexibility also helps your business adjust to external factors such as market changes or public health considerations, ensuring you can continue operations under various conditions.

7. Streamline Decision-Making Processes

Agility requires quick decision-making. Review your internal processes to eliminate bottlenecks and empower employees to make decisions within their areas of responsibility. Shorten approval chains, use data-driven insights, and create clear frameworks for rapid yet informed decision-making.

Having a flatter organizational structure where information flows freely and decisions are made efficiently will give your business the ability to adapt faster to market changes.

8. Prepare for Regulatory Changes

In 2025, regulatory environments, particularly concerning data privacy, taxation, and environmental standards, will continue to evolve. Stay informed about upcoming regulatory changes, especially those impacting your industry, so that you can adjust business practices and remain compliant. Having an agile mindset means being proactive rather than reactive to new regulations.

Work closely with your legal and accounting advisors to navigate these changes without disrupting operations.

9. Strengthen Supply Chain Resilience

Disruptions in the global supply chain have taught businesses the importance of resilience. In 2025, ensure you have alternative suppliers, flexible sourcing strategies, and contingency plans in place. Diversifying suppliers and implementing technology that provides real-time inventory tracking can help you avoid bottlenecks and maintain smooth operations.

Adopting local suppliers where possible may also reduce risk and increase reliability, ensuring you can meet customer demand without interruption.

10. Financial Planning and Flexibility

Maintaining financial agility will help your business survive economic fluctuations. Focus on building a cash reserve to manage unforeseen challenges. Keep your business’s debt manageable and ensure you have access to credit if needed. Diversifying investments and having a solid financial forecast will allow you to act quickly on new opportunities or mitigate risks.

Incorporating flexible budgeting that accounts for different scenarios—such as slower economic periods or rapid growth—will help you maintain control over your finances while remaining adaptable.

Conclusion

Agility in 2025 means being proactive, technologically savvy, and customer-focused. By continuously innovating, investing in technology, and remaining flexible in operations and decision-making, your small business can effectively navigate the challenges and capitalize on new opportunities that the future holds.

With these strategies in place, your business will be well-prepared to stay competitive and thrive in the evolving landscape.

How to Take Control and Grow Your Small Business into a Profitable Saleable Asset

When it comes to purchasing a small business with the goal of growing it into a larger, saleable venture, there is one key factor that stands out above all others: control. Many entrepreneurs dream of taking a small enterprise and developing it into something of greater value, but the difference between those who succeed and those who falter often lies in having a strong sense of control over the journey. Let’s explore how cultivating a sense of control can help you transform a small business into a valuable asset ready for a successful sale.

1. Owning Your Decisions from the Start

The first step in taking control when purchasing a small business is understanding the full scope of what you are acquiring. Whether it’s the financial health of the business, the current clientele, or the state of the physical and digital assets, knowing the ins and outs of the company is crucial. This means digging into due diligence and assessing every part of the business that may impact your ability to scale. Understanding the existing conditions, such as outdated equipment or unoptimized workflows, allows you to be proactive in shaping the next steps rather than reactive to unforeseen challenges.

When you feel in control, you make informed decisions, which leads to a greater sense of confidence and well-being. This helps ensure that every action you take aligns with your long-term vision for the company.

2. Setting a Clear Vision and Developing the Roadmap

Once you have purchased the small business, the next step is to set a clear vision for its growth. Ask yourself: Where do you want this business to be in five years? What does success look like to you? Vision helps you determine how you will enhance the value of the business—be it through expanding products or services, building a more efficient process, or increasing profitability.

Having a sense of control means you’re not just working in the business but also on the business. Set both short-term milestones, such as increasing monthly sales by 10%, and long-term milestones, like expanding into a new market within two years, to ensure you're progressing towards your larger goal. A roadmap can guide you, keeping the company on course even when day-to-day challenges arise.

3. Leveraging Your Unique Skills

A key aspect of growing a small business into something saleable is utilizing your unique skills and strengths. Many small businesses are successful because the owner has a particular talent or network that gives them an advantage. By doubling down on these skills, you can amplify growth, differentiate the business, and ensure you have control over its direction.

For instance, if you have a strong background in digital marketing, use that skill to generate greater brand awareness and build a steady stream of new clients. By leveraging your abilities, you can focus on areas where you have influence and control, giving the business a competitive edge that adds value.

4. Creating Systems for Scalability

One of the most critical elements in creating a saleable business is building systems that allow the company to operate independently of you, the owner. When you create processes that can be easily replicated, such as a documented customer service workflow or a standardized inventory management system, you provide future buyers with the confidence that the business can run smoothly without your direct involvement.

Control in this context doesn’t mean micromanaging every aspect of the company; it means creating efficient systems that enable scalability. It means training staff, documenting workflows, and putting in place metrics that allow you to measure performance accurately. With these structures in place, potential buyers see an opportunity that’s not just successful but is also set up for further growth.

5. Monitoring and Adjusting for Enhanced Value

Taking control also involves continuous monitoring and making adjustments to enhance the value of the business. Market trends, customer behavior, and technology all change, and your ability to adapt will greatly impact the value of your business. Regularly review your financials, customer feedback, and industry trends using tools like Sage for financial tracking, SurveyMonkey for customer feedback, and Google Trends for industry insights to determine whether adjustments are needed to stay on the growth track.

An essential part of this process is ensuring that you're always thinking with the end in mind. Ask yourself what a buyer would value in a business like yours. Is it recurring revenue? Is it a loyal customer base? Knowing what drives value will help you make the right moves to further enhance the business's worth.

6. Building Relationships and Tapping into Expertise

While control is key, that doesn’t mean going it alone. Building relationships and tapping into external expertise is a powerful way to ensure you are making the best decisions for the future of your business. Seek out mentors, build a network of other business owners, and consider hiring experts for specific areas where you may need additional insight. All of these actions contribute to a greater sense of control, as they help you make informed decisions and mitigate risks.

Conclusion: The Value of Control in Creating a Saleable Business

A strong sense of control is a significant predictor of whether an entrepreneur will successfully grow a small business into a valuable, saleable asset. By understanding your business thoroughly, setting a clear vision, leveraging your skills, building scalable systems, and being willing to adapt, you can enhance your company’s value and make it attractive to future buyers.

Remember, control is not about being rigid or refusing help; it’s about taking ownership, making informed choices, and staying adaptable. When you have a sense of control over your business, you are better positioned to create not only a profitable venture but one that others see as worth investing in.