Corporate Tax - Purchase and Sale of a Business

Note: The Live Virtual course is presented in collaboration with CPA Western Provinces. The content is applicable to all participants. If you have questions regarding this course, please contact pdregistration@cpaalberta.ca.

Overview: 

You will gain practical, up‑to‑date knowledge of Canadian income tax considerations when purchasing, selling, or transferring a privately held Canadian business, with emphasis on commercial factors, due diligence, valuation, and the roles of purchasers and vendors in share versus asset transactions. The course also reviews key rules, anti‑avoidance measures, planning opportunities, and recent legislative and case‑law developments, reinforced through scenario‑based case studies.

Course Content:

In this course, you will gain knowledge about the following topics:

• Commercial considerations: motivations to sell, valuation, due diligence, financing, and the role of tax professionals.
  
• Comparative tax implications of share versus asset transactions, including acquisition of control and asset basis bump.
  
• Capital gains treatment, capital gains deduction, rollovers, and anti‑avoidance rules (e.g., sections 55 and 84.1).
  
• Transactions involving non‑residents and public corporations; allocation of purchase price and treatment of specific assets.
  
• Intra‑family and intergenerational transfers; related/affiliated and not‑at‑arm’s‑length considerations.
  
• Other issues: restrictive covenants, interest expense and EIFEL, vendor take‑back financing, earnouts, employee share options, retiring allowances/IPPs, employee ownership trusts (EOTs), TOSI, and GST/PST.
  
• Scenario‑based case studies comparing structures and illustrating major concepts.
  

Learning Objectives:

Upon completing this course, you should be able to:

• Identify income‑tax‑related considerations for purchasers and vendors of Canadian private businesses while upholding ethical standards and professional independence.
  
• Explain key tax concepts before, during, and after a transaction, including due diligence, structuring, and compliance obligations.
  
• Evaluate the tax impacts of alternative structures (e.g., share vs. asset transactions) to participate effectively in negotiations for both buyers and sellers.
  
• Apply recent legislative and interpretive developments to planning, advisory, and compliance work.
  
• Recognize common risks, pitfalls, and opportunities for tax savings in acquisitions, sales, and succession planning.
  

Who Will Benefit: 

• Practitioners, industry professionals, and owners or key executives of privately held Canadian businesses seeking advanced technical and practical tax knowledge related to purchase, sale, or succession.
  
• Tax professionals who want to deepen their understanding of transactional income tax issues and engage in practical discussions with an experienced practitioner.