Business Succession
Every business changes hands. Plan how yours does.
Retirement, a sale, illness or death. Ownership will pass one way or another. A succession plan decides who takes over, what they pay and where the money comes from.
Buy-sell funding
An agreement is only as good as its funding
A buy-sell agreement obliges the remaining owners, or the corporation, to buy a departing owner’s shares at an agreed value. Without funding, they may not be able to pay, and the departing owner’s family may wait years for their money.
Life insurance is a common way to fund a purchase at death. Disability buy-out coverage can fund a purchase when an owner can no longer work.
How the policies are owned changes how the purchase works and how it is taxed. In a criss-cross arrangement, each owner insures the others. In a corporate redemption, the corporation owns the policies and buys back the shares. The agreement should be drafted to match the insurance, and both should be reviewed by your accountant.
These strategies are complex and are implemented with your accountant and lawyer. This is general education, not tax or legal advice.
The next generation
Transferring the corporation to your children
Passing a business to children is rarely a single transaction. It usually unfolds over years: a freeze to shift future growth, gradual changes in management, and a plan for the value the parents still hold.
An estate freezeA reorganization that locks the current value of a business into fixed-value shares held by the owner, so that future growth accrues to new shares held by the next generation or a family trust. can cap the tax owed at the owner’s death at today’s value, while new shares let the children, or a family trust, benefit from future growth. Parents can keep control through voting shares for as long as they choose.
The rules for selling a business to family members have changed in recent years. Specific conditions must be met for a sale to a child’s corporation to be taxed like a sale to an unrelated buyer, and the lifetime capital gains exemption may be available on qualifying shares, depending on the business and the timing.
Insurance can fund the tax that remains on the frozen value, so the children are not forced to sell or borrow to keep the business.
These strategies are complex and are implemented with your accountant and lawyer. This is general education, not tax or legal advice.
Key person protection
When the business depends on one person
Many private companies depend on a founder, a top producer or a technical lead. If that person dies or becomes seriously ill, revenue can fall, lenders can grow cautious and replacing them can take time and money.
Key person insurance is owned by the corporation and pays the corporation. The proceeds can help cover lost profit, recruitment, loan repayment or a transition period. When a corporation receives a life insurance death benefit, part or all of it may be credited to the Capital Dividend AccountA notional account a private corporation keeps to track certain amounts it received tax-free, such as the untaxed portion of capital gains and qualifying life insurance proceeds. The balance may be paid to shareholders as a capital dividend, which Canadian residents can generally receive tax-free when the election is filed correctly., subject to the tax rules.
Premiums are generally not deductible. The amount of coverage should be supported by a reasonable estimate of the person’s value to the business.
These strategies are complex and are implemented with your accountant and lawyer. This is general education, not tax or legal advice.
Questions
Common questions
When should I start succession planning?
Earlier than feels necessary. Many tools, including estate freezes and properly funded buy-sell agreements, work best years before a transition. A plan can always be changed. A missing plan cannot help.
What is a buy-sell agreement?
A contract between the owners of a business, often part of the shareholder agreement, that sets out who must buy and who must sell shares when certain events occur, such as death, disability or retirement, and how the price is set and paid.
Should the corporation or the owners own the insurance?
It depends on the agreement, the number of owners, the corporation’s tax position and how the purchase is intended to be taxed. Your accountant and lawyer should confirm the structure before the insurance is put in place.
What if my children do not want the business?
Then the succession plan becomes a sale plan. The same principles apply: valuation, timing, tax and liquidity. Estate planning can still help each child receive a fair share of what the family has built.
Begin
The best time to plan is while every option is still open.
A first conversation is private and carries no obligation. We will listen, ask careful questions and tell you plainly what we see.
Book a private consultation (opens in a new tab)