Kevin Greenard: Investing under a corporate umbrella

When a company is about up for an lively enterprise, it’s sometimes known as an working firm. Once our purchasers have retired from the lively enterprise, the working firm is commonly bought, closed, or transformed to a holding firm. A holding firm is a company that has no lively enterprise operations however as an alternative holds shares of one other company or a portfolio of investments. In some conditions, we could have a consumer that opens a holding firm as a stand-alone firm.
Most of our skilled and enterprise purchasers we help are shareholders of each an working firm and a holding firm whereas they’re working. When they’re retired, all that’s usually left is the holding firm. Depending on the circumstances, there might be substantial tax advantages in utilizing a holding firm (HoldCo). Below we’ve got outlined a few of the advantages of a corporate construction, in addition to the restrictions to contemplate.

Benefits of holding corporations
As a enterprise proprietor, there are a couple of foremost causes for incorporation: corporate construction and asset safety.

Corporate construction
Many enterprise house owners could maintain shares of their lively enterprise company (“OpCo”) straight. Income earned from the lively enterprise might be distributed to the person shareholders within the type of dividends. If the after-tax corporate earnings are usually not wanted to fund the person shareholders’ private bills, they could select to retain these earnings within the firm and reap the benefits of the tax-deferral alternative because the lively enterprise revenue is usually taxed at a extra beneficial price than the tax at a person degree on dividend revenue. We have written an article which incorporates additional data on the taxation of lively enterprise revenue, in comparison with private revenue: Corporations assist excessive revenue professionals. The worth of a possibility to defer tax might be important; every greenback that’s not misplaced to revenue tax might be invested and doubtlessly develop over time.
As a part of the corporate construction, a HoldCo could also be launched in-between the lively enterprise company and particular person shareholders. Individual shareholders would then personal shares of the Holdco, and the Holdco would personal shares of the OpCo. Excess funds that aren’t wanted within the enterprise can circulation to HoldCo within the type of dividends from the OpCo. If the HoldCo owns shares within the capital of the OpCo with greater than ten per cent of “worth” and voting rights, dividends can typically circulation tax-free between the 2 firms.
The HoldCo can make investments these dividends to build up earnings with potential tax financial savings.
HoldCos may additionally exist in isolation, with out an underlying funding in a company working an lively enterprise. For instance, this could possibly be the case the place a company has bought its enterprise belongings (and never the shares of the corporate) and is left with money to take a position. Where a company earns solely passive revenue, the chance to defer tax is all however misplaced, for the reason that tax price on funding revenue inside a company is roughly equal to the speed paid by a person incomes the identical revenue and paying tax at a high marginal price. That being mentioned, there could also be different causes to maintain investments inside a HoldCo, corresponding to planning for US property tax and tax planning to “purify” a company previous to the sale of the shares, such that the company would qualify as a small enterprise company and it’s shareholders can acquire entry to the lifetime capital acquire exemption (LCGE).
Lifetime Capital Gains Exemption
The LCGE could be very enticing for enterprise purchasers if they’re able to promote the shares of the enterprise. The lifetime capital positive aspects exemption has been rising over time; at the moment it’s $892,218 for 2021. For {couples} that personal a enterprise, this exemption can every be claimed for a whole of $1,784,436. For our purchasers which might be inside a few years of eager to promote their lively company we are going to work intently with them, and their tax skilled, to make sure all the additional money and passive revenue is moved out of the OpCo and into a HoldCo.
There are three checks that have to be met for a share of a company to be thought of Qualified Small Busies Corporation (QSBC) share for claiming the LCGE:
1) Shareholder, their partner, or a associated particular person should personal the shares not less than 24 months previous to the sale;
2) Throughout the 24 months previous to sale, the company have to be a Canadian-Controlled Private Corporation (CCPC) and greater than 50 per cent of the truthful market worth of belongings have been utilized in an lively enterprise carried on primarily in Canada; and
3) All, or considerably all (i.e. 90 per cent or extra), of the company’s truthful market worth of belongings have to be used primarily in lively enterprise in Canada on the time of the sale.
US Estate Tax
Canadian resident people who personal US “situs” property, corresponding to US securities or actual property located within the United States could also be topic to a tax upon demise primarily based on the truthful market worth of these belongings, even when the Canadian resident is just not a citizen or domiciliary of the United States. Where the full worth of the Canadian resident particular person’s property is lower than $11.7 million (2021), the US property tax needs to be successfully exempted, though there should still be an obligation to file a US Estate Tax Return within the United States.
For a Canadian resident who is just not a US particular person, their US property tax could also be exempted by holding US situs property via a Canadian HoldCo, since Canadian firms are usually not topic to the property tax and the person owns shares of a Canadian firm (HoldCo). However, one must be cautious when the Canadian company holds personally used properties. This could result in a shareholder profit difficulty, which is a taxable profit to the person shareholder, except the shareholder pays truthful market worth for the utilization of the asset to the company. Hence, it is very important seek the advice of a tax skilled to find out if a HoldCo for US property tax planning is acceptable.
Transfers from OpCo to HoldCo
The majority of the corporate accounts that we handle are HoldCo’s versus OpCo’s. Once an OpCo has extra funds past what the shareholders’ money circulation wants are, it’s typically suggested to arrange a Holdco. When adequate funds accumulate within the Opco from the lively enterprise, they’re then subsequently transferred to the HoldCo via a tax-free intercompany dividend. The foremost advantages are centered on safety and saving taxes over time. Transfers from OpCo to Holdco are comparatively straight ahead. Our corporate purchasers can merely switch the funds on-line, write a cheque, or fill out a kind that allows us to debit the corporate account on the financial institution as soon as confirmed verbally.
Types of Investments
One of the objects we focus on with our corporate purchasers is the perfect construction for investments inside the HoldCo to scale back taxes. Other international revenue, curiosity revenue, and international dividend revenue are all thought of passive revenue. These types of passive revenue have a greater degree of tax and the preliminary tax is at 50.67 per cent (comprised of the Federal 38.67 per cent plus 12 per cent BC). A portion of the 50.67 per cent tax from these types of passive revenue (international revenue, curiosity revenue and international dividend revenue) is added to the Refundable Dividend Tax On Hand (RDTOH) account.
Dividends from taxable Canadian firms are topic to a refundable tax. This tax is added to the RDTOH account.
Capital positive aspects is my favorite type of revenue inside a company. The foremost motive for that is that if a inventory has elevated in worth, and you haven’t realized the acquire, then you’ve deferral and no fast tax. Even when an funding is bought and the capital acquire is “realized”, solely half of the acquire is taxed on the passive revenue price, and a portion of that tax is added to the RDTOH account. The different 50 per cent of the capital acquire is added to the capital dividend account (CDA). We have written an article on tax-free capital dividends, which might be discovered right here for extra data: Understanding tax-free capital dividends.
Kevin Greenard CPA CA FMA CFP CIM is a Portfolio Manager and Director, Wealth Management with The Greenard Group at Scotia Wealth Management in Victoria. His column seems each week within the TC. Call 250.389.2138, e mail [email protected] or go to

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