Easy Exit: Business Succession in a Nutshell

Getting into the world of business is a meticulous task, but so is getting out of it Whether you’ve just hit the ground running on your business or if you’ve been at it for a long time, there is no better time to plan your exit strategy than now.  Although the process may seem taxing, we’ve answered a few questions you may have about planning your business succession strategy. 

1. Who do I talk to about this?  

Deciding on how to go about the transition requires careful planning, and you need to consult no less than people who are well equipped to help you out. First, talk to your key advisors such as bankers and financial partners. You could also use some advice from your accountant and lawyers. If your company has an advisory board, better consult them as well. You may also hire a specialist or a consultant, depending on how you choose to go about your business succession plan. 

2. Who should I choose as a successor? 

There are several ways to go about this, and your decision will ultimately be your personal choice. You may pass on your business to a family member or to your top executives or managers. You may also choose to sell it to an outsider. Whichever path you choose, you can also decide on how much you want to be involved in the business after you pass it on. That is, if you want to be involved at all. 

3. When should I inform my successor about my plans? 

While a surprise inheritance may be heartwarming, it’s not the same with inheriting a business. Getting a successor ready—whether it’s a family member or someone from your company—requires careful planning and training. As soon as you’ve chosen a successor, better get started on getting them ready for the big shoes they’re about to fill. This includes helping them equip themselves with the necessary skills, knowledge and qualifications necessary to run your business. 

4. How do I plan the transition itself? 

The transition will be twofold—transferring ownership and handing over the business itself. As far as transferring ownership is concerned, you need to consider legal and financial details. These include valuation, financing and taxation. You also need to consider if you wish to keep your current legal structure (corporation, sole prop, partnership, etc.) or if you (or your successor) would like to change it.  You also need to plan how to prepare various stakeholders in the business for the transition. How will you prepare your customers, clients, and employees? What would be their level of involvement? Make sure that you put different strategies in place in order to ensure transparency and consistency in communicating changes in your business, especially something as drastic as succession. 

5. Now that I have a business succession plan ready, can I go back to business as usual? 

Not really. Your business and your customers’ needs may change over time. This means that you need to keep reviewing and adjusting your plan as your business also evolves. 

Sole Proprietorship or Incorporation

 Should I incorporate? That really depends on your situation and needs. Before making a decision, please consider the advantages and disadvantages of a sole proprietorship versus corporation.

Setup Costs:  
Sole Proprietor: Setting up your business is pretty simple and costs are low.  

Corporations: High Setup Costs

Administrative Costs:
Sole Proprietor: Costs are usually less than that of Corporation 

Corporation: More administrative work is required including annual reports with the corporate registry and corporate tax returns.

Business Losses:  
Sole Proprietor: If your business loses money, the losses can be written off against your other income 

Corporation: Business losses can’t be written off against other income of the shareholders.  

Control:
Sole Proprietor: As a proprietor, you are in control of all the decision making and receiving all of the profit 

Corporation: An incorporation can be a complicated business structure, ensure you set up classes of shares and decide who are your shareholders and how much control they have.

Liability:
Sole Proprietor: Unlimited liability, you are liable for all your debts and liabilities of your business. If your business is sued, all the business and personal assets are at risk 

Corporation: Limited Liability, this means the liability of the shareholders are usually limited to the amount that they have invested in their shares in the corporation. The personal assets of the shareholders are protected from lawsuits against the corporation.

Taxes: 

Sole Proprietor: Depending on the province or territory, the lowest personal income tax rate paid by a proprietorship ranges from 19% to 26% and this increases with income to the highest marginal tax rate ranging from 39% to 54.8%. If your business is profitable, you will usually be paying higher taxes than if you were incorporated.  

Corporation: A Canadian Controlled Private Corporation pays a lower tax rate on the first $500,000 of active business income because of the small business deduction, depending on the province or territory the tax rate ranges from 11% to 29%. This tax advantage is mainly a deferral of taxes until the profits are paid to the shareholder. If all the profits are paid out to the shareholder, it will be taxed entirely as income of the shareholder.  

Sounds complicated doesn’t it?  

Selling the business 

Sole Proprietors: When you sell your business, you can sell assets and goodwill, any gains will be included in your personal tax return. There is no capital gains exemption.  

Corporation: On the sale of shares of a qualifying small business corporation, there’s a lifetime capital gains exemption that is currently $813,600. There are a lot of differences between a sole proprietor and corporation, it’s important to get your business set up properly, please seek professional advice.  

Ontario 2017 Budget

Ontario Finance Minister Charles Sousa delivered the province’s 2017 budget on April 27, 2017. The province’s 2017 budget is balanced, with projected balanced budgets for 2018 and 2019.

Corporate Income Tax Measures

No changes to corporate taxes were announced.

Corporate Income Tax Rates- As of January 1, 2017
Ontario Combined Federal & Ont
General 11.5% 26.5%
M&P 10.0% 25.0%
Small Business* 4.5% 15.0%
*on first $500,000 of active business income
  • Review of tax planning strategies involving private corporations: Ontario intends to review tax planning strategies involving private corporations
    • Income splitting with family members
    • Passive investment portfolio inside a corporation
    • Converting regular business income to capital gains
  • Employer Health Tax Exemption: Changes to prevent the multiplication of Employer Health Tax exemption for CCPCs.
  • Small Business Deduction limit: Parallel changes made to the federal small business deduction by the same amount the federal business limit is reduced

Personal Income Tax Measures

No changes to personal taxes were announced.

Personal Combined Federal/Provincial Top Marginal Rates
2017
Interest and regular income 53.53%
Capital gains 26.76%
Eligible dividends 39.34%
Non-eligible dividends 45.30%
  • Caregiver Tax Credit: This new non-refundable 5.05% credit is available in respect of relatives who are infirm dependents, including adult children of the claimant or of the claimant’s spouse or common‐law partner
  • Ontario Seniors’ Public Transit Credit: Ontario Seniors’ Public Transit Tax Credit for all Ontarians aged 65 or older.
  • Property and land tax measures: Adjust the rules on land transfer tax including preventing qualifying purchasers from claiming their spouse’s interest for the first‐time homebuyers refund if the spouse is not a Canadian citizen or permanent resident of Canada.

Please don’t hesitate to contact us if you have any questions.

The Importance of a Buy Sell Agreement

Having a buy sell agreement is important business partners. A buy-sell agreement should outline the contingencies for different outcomes, trigger events and  be put in place to protect you. Often Buy-sell arrangements are also insured.

What are the trigger events for a buy-sell agreement?

  • Disability
  • Conflict
  • Debt
  • Retirement
  • Death

Contact us for a complimentary review.

Federal Budget 2017: Business

Finance Minister Bill Morneau delivered the government’s 2017 federal budget on March 22, 2017. The budget expects a deficit of $23 billion for fiscal 2016-2017 and forecasts a deficit of $28.5 billion for 2017-2018. Find out what this means for businesses.

Small Business

  • No changes to income tax rates
  • No changes to capital gains inclusion rate

Tax Planning using private companies

While no specific measures are mentioned, the government will review the use of tax planning strategies involving private corporations “that inappropriately reduce personal taxes of high-income earners.” including:

  • Income Splitting: Reducing taxes by income splitting with family members who are subject to lower personal tax rates.
  • Regular income to Capital Gains: Converting income to capital gains (instead of income being taxed as dividends)
  • Passive income inside Corporation: Since corporate income tax rates are generally lower than personal tax rates, this strategy can facilitate the accumulation of earnings by owners of private corporations.

For Professionals

The government eliminated a tax deferral opportunity for certain professionals. Accountants, dentists, lawyers, medical doctors, veterinarians and chiropractors will no longer be able to elect to exclude the value of work in progress in computing their income. This will be phased-in over two taxation years, starting with taxation years that begin after this budget.

Please don’t hesitate to contact us if you have any questions.

Federal Budget 2017 Families

Finance Minister Bill Morneau delivered the government’s 2017 federal budget on March 22, 2017. The budget expects a deficit of $23 billion for fiscal 2016-2017 and forecasts a deficit of $28.5 billion for 2017-2018. Find out what this means for families.

Key points for families

  • Childcare: The funding could serve to create more affordable childcare spaces for low-income families.
  • Parental leave: Extending parental leave and benefits to 18 months, Parents who choose to stay at home longer, however, will have to make do with a lower Employment Insurance (EI) benefit rate of 33 per cent of their average weekly earnings, instead of the current rate of 55 per cent.
  • Caregiver benefit: Introduce a new caregiver benefit that’s meant to help families copy with illnesses and injuries.
  • Parents who go to school: Single, higher federal income threshold for part-time students to receive Canada Student Grants. Grants don’t have to be repaid.
  • Foreign Nannies: Waiving a $1,000 processing fee required to obtain a work permit.

Please don’t hesitate to contact us if you have any questions.

New Tax for 2016 Tax Year

With the tax filing due April 30, we’ve included new tax highlights for the 2016 taxation year.

Family Tax Deductions to Notice

With the tax filing due April 30, we’ve included some tax deductions for families to notice for the 2016 taxation year.

The Difference between Interest, Dividends and Capital Gains

Usually our concept of income is derived from labor which leads to a fixed or variable wage for a certain time duration. Another type of income is investment income which results from investing in various financial assets. Investment income can take the form of dividends, interest payments, rent, royalties and capital gains. Investment income is basically money or an asset creating more money without any physical effort, per se, by the investor. The nature of such an income makes it attractive but not risk free. The investment portfolio can consist of savings in physical assets like real estate and commodities or in financial assets like stocks, bonds, and segregated funds etc.

After Tax Income on $10,000 based on Marginal Tax Rate of 40%

Source of Income Inclusion Rate ($) Income Reported on Tax Return ($) Tax Payable ($) After Tax Income ($) (MTR:40%)
GICs/Bonds (Interest) 100 10,000 4,000 6,000
Eligible Dividends 138 13,800 2,500 7,500
Capital Gains 50 5,000 2,000 8,000

Overview of Income

Investment income can be divided into three areas: dividend income, capital gains and interest income. The accrual of these incomes differs by the virtue of their source. By having a diverse investment portfolio the risk of investment can be spread out and an investor can accumulate sizeable profits from these various sources over the course of a defined time period.

Interest Income

The economy functions on the principle of borrowing and lending to perform certain functions. According to the principle a decrease in the value of money over time, the people who lend should be compensated in some way for making their funds available to the borrower. The lenders or investors into different pools such as bonds or GICs will receive an interest income. The interest income is the compensation to the lender. The borrowing company or institution is liable to pay the interest on the defined time to the lender. Interest income is taxable and can accumulate to a sizeable amount overtime depending on one’s initial investment. The individual taxpayer will use the annual accrual method of reporting interest income, in this case the taxpayer has to report the income as it is earned even if it hasn’t been received. The inclusion rate for interest is 100%.

Dividend Income

Companies with shareholders have to pay a certain amount to these investors for putting their money into the business. The shareholders have the option of participating in the company’s affairs or remaining passive, depending on their status. For instance, in private limited companies, shareholders are more involved while in public limited companies there is a divorce between ownership and control and shareholders are more passive.

Nevertheless, the company as a separate legal entity makes profits or losses on an annual basis. Out of these profits it pays the shareholders their share according to their investment, this payment is known as dividend. Thus the money a shareholder’s capital garners over the course of the year is known as dividend income. The corporation is obligated to pay these dividends to the shareholders and the exact time when these dividends are paid can differ according to the type of shares the shareholder has.

Dividends are subject to taxation but in order to avoid double taxation investors can get a dividend tax credit. Adjusting income avoids double taxation of dividend income. Therefore dividends receive preferential tax treatment through the dividend tax credit. Dividends from public corporations qualify as ‘eligible dividends’ and have an inclusion rate of 138% where as non-eligible dividends are included at 125%.

Capital Gains

This type of income refers to the earnings from an increase in the value of an asset. It is basically the difference between the purchase price and the selling price of an asset. Capital gains are only realized at the time of sale; it is therefore not classified as property income because it requires certain amount of effort to sell the asset to earn profits.

Contact us to learn how we can help.

Wealthy Canadians woefully unprepared for generational wealth transfer

Although 52% of high net-worth (HNW) Canadians have a will in place, only 22% have a full estate planning strategy, according to a new study from Toronto-based Royal Bank of Canada’s (RBC) wealth-management arm.