Tax advisory
Tax as a plan, not a year-end surprise.
Rollovers, freezes, reorgs, and transfers for Canadian owner-managers. Designed by CPAs, then documented with counsel.
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Contrast
Filing what happened vs designing what happens next.
Filing shop
What happened.
Year-end file of the past. Structure waits until someone forces a scramble.
Think tax advisory
What happens next.
Structure matched to the next decade before the deal, the move, or death. Tax planning for owner-managers and CCPCs, not only a filing calendar.
Who
Tax advisory for Canadian owner-managers.
Canadian CCPCs and owner-managed companies, Canada-wide. Structure, owner pay, freeze and Holdco design, and exit readiness before year-end or the LOI hardens.
Counsel
Designed here. Documented by your lawyer.
Think
Tax models, elections, filings, and books. Phase 1 planning memo. Flags on control, related-party, and GAAR themes where they belong.
Counsel
Articles, share terms, USAs, trusts, wills, and SPA or APA. Opinions on legal form. Closing minute books.
Think advises on tax consequences and filings. A lawyer implements legal form. Nobody guarantees the result.
Services
What we design.
Fifteen topics. Book a call to scope the one that matches your facts.
Lock today’s value; let future growth sit with the next generation
Who. Owners who want future growth to accrue to children or a family trust while crystallizing today’s equity into preferred shares.
What Think does. Model freeze FMV and tax form (s. 86 / s. 51 / s. 85 into Holdco) at a high level. Screen TOSI, attribution, and the 21-year trust clock. Coordinate valuator. A freeze caps growth on the frozen interest. It does not erase tax. Do not draft share terms or the trust deed.
Moving the operating company under a Holdco
Who. Owners consolidating Opco shares or selected assets under a personal holding company for dividends, risk separation, or freeze and sale prep.
What Think does. Identify eligible property for a section 85 rollover. Model agreed amount and boot limits. Prepare Form T2057. Flag s. 84.1 when Opco shares move to a related Holdco. Do not draft articles.
Restructuring the company without treating it like a sale
Who. Incorporated Canadian owners who need amalgamation, wind-up, or a share exchange for a commercial reason and want tax continuity modelled first.
What Think does. Map the commercial goal to high-level tax paths (share exchange, amalgamation, subsidiary wind-up). Model ACB, PUC, and tax-account continuity before counsel files articles. Prepare elections after legal form closes. Coordinate valuator where FMV matters.
Selling to the next generation. Why the kids’ Holdco is different
Who. Owners considering a genuine transfer of a qualifying business to adult children who need related-party sale risk framed honestly.
What Think does. Explain why a sale to a child-controlled corporation can turn capital-gain treatment into a deemed dividend unless a statutory exception applies. Describe immediate and gradual tracks at a high level only. Distinguish a freeze from an intergenerational sale.
Share sale vs asset sale. Tax design before the LOI hardens
Who. Owners preparing a sale, partial exit, or buyer due diligence who need tax structure modelled alongside counsel and the deal team.
What Think does. Name the fork: share sale (shareholder-level) vs asset sale (corporate-level, then distribute). Screen QSBC / lifetime capital gains exemption as a multi-year readiness question. Screen related-party sales. Support tax DD schedules at a high level. Full after-tax models, earnouts, and diligence annotations continue on Transaction Advisory.
What happens to the company shares at death. Tax, not the will
Who. Owners who need the tax consequences of death on corporate shares modelled so the estate plan is coherent.
What Think does. Model deemed disposition of capital property at FMV at death (high-level). Screen spouse / spouse-trust rollover themes where they may apply. Connect freeze prefs still held at death to FMV of those prefs. Align corporate books with counsel’s estate documents. Think does not draft wills.
Salary, dividends, and how owner pay actually works
Who. Owner-managers of CCPCs who need a coherent mix of salary, dividends, and corporate tax accounts, including family members who work in the business.
What Think does. Model salary vs dividend mix against corporate and personal tax, CPP, and cash needs (illustrative, not a promise). Flag tax on split income (TOSI) when family members are paid from a private company. Align payroll, T4 / T5, and books with the chosen mix.
Year-end planning for the owner-managed company
Who. CCPC owner-managers who want year-end decisions on compensation, dividends, and CDA designed with the filing calendar.
What Think does. Integrate salary and dividend planning with GRIP and RDTOH. Track the capital dividend account and coordinate Form T2054 when appropriate. Sequence bonuses and dividends against deadlines.
When investment income starts grinding the small business deduction
Who. CCPC owners whose associated group earns material passive income and need the interaction explained before year-end.
What Think does. Quantify associated-group passive income themes and the business-limit grind for internal memos. Discuss Holdco placement of portfolio assets at a high level. Align T2 schedules with books.
Leaving Canada. Departure tax and residency, not a DIY exit pack
Who. Owner-managers considering non-residency who need the Canadian departure picture framed before they sever ties.
What Think does. Explain at a high level that ceasing residence can trigger deemed dispositions. Residency is fact-specific. Coordinate final-year return modelling and reporting themes. Flag Cross-Border when the destination is the US or another treaty country. No guaranteed residency outcome. Not a day-count kit.
Audit response and notices of objection
Who. Owners facing a CRA audit, proposal letter, or reassessment who need an authorized representative to organize facts and an objection.
What Think does. Act as authorized representative on CRA audit correspondence within scope. Prepare and file a notice of objection where appropriate. Stop at Tax Court General Procedure.
Asking CRA for an advance income tax ruling
Who. Owners considering a material, fact-specific transaction where a CRA advance ruling may be worth the fee and timeline.
What Think does. Assess whether CRA will rule on the question. Prepare ruling request packages as authorized representative. Explain that a ruling is discretionary and not appealable.
GST/HST when you sell across provinces
Who. Growing businesses charging GST/HST in multiple provinces who need place-of-supply and registration themes clarified.
What Think does. Map supply types to place-of-supply concepts. Review registration and charging themes for interprovincial expansion. Align bookkeeping systems with correct rates.
SR&ED. Coordinating the claim with the books
Who. Growing tech and product businesses that may have eligible SR&ED work and need claim coordination with corporate filings.
What Think does. Help identify whether a claim process is worth exploring. Coordinate project narratives and expenditure tracking with Form T661. Keep books audit-ready. No promised credit amount.
Canada-US owner issues
Who. Canadian owners with US persons, US activities, or dual-filing complexity who need Canadian tax advisory coordinated with a cross-border specialist.
What Think does. Identify Canadian-side issues at a high level. Flag and involve the Cross-Border teammate early. Coordinate Canadian elections beside US advice. Not a US tax shop pitch.
Illustrative
Freeze and Holdco, drawn.
Org chart before and after an estate freeze into prefs and new commons. Not a plan for your facts.
Estate freeze / Holdco. Before and after
Today’s value crystallizes into preferred shares. Future growth sits with new commons (family or trust).
Caps growth on the parent’s interest. Does not erase tax at death. Counsel documents share terms and the trust deed.
Before
After
How
Discovery to documents.
Corporate tax planning starts with facts, not a template. Discovery to Phase 1 memo to Phase 2 with lawyer and valuator when legal form is required.
01
Discovery.
Goals, entities, family facts, and the next decade.
02
Phase 1 memo.
Tax design options modelled against your numbers. Illustrative scenarios. Not a guarantee.
03
Phase 2.
Lawyer and valuator in. Legal form and FMV where needed.
04
Implement.
Think prepares elections and filings. Counsel documents articles, share terms, trusts, and wills.
Buying or selling the company?
Tax Advisory designs freezes, reorgs, family transfers, and owner planning. When the file becomes a live deal (LOI, earnout, vendor note, buyer Holdco, diligence), continue on Transaction Advisory for share vs asset models, after-tax proceeds scenarios, and DD tax annotations.
Guides
Related Think guides
Deep reading on the same planning themes. Then book a call when you want the design seated against your facts.
Services
Related Think services
Filing, books, ongoing decisions, and live deals sit beside this page.
FAQ
Tax advisory FAQs
Common questions about Canadian tax advisory and tax planning.
What is tax advisory versus tax return filing?
Tax returns record what already happened. Tax advisory designs what happens next: freezes, Holdcos, reorgs, rollovers, owner pay, and exit readiness before year-end or a letter of intent hardens. Filing still matters. It is not the same engagement.
Who is Think tax advisory for?
Canadian owner-managers and CCPCs, Canada-wide. Incorporated owners who need structure, compensation, succession, or departure themes designed beside counsel.
What does “Think designs, Counsel documents” mean?
Think models tax consequences, prepares elections and filings, and writes the Phase 1 planning memo. Your lawyer documents articles, share terms, trusts, wills, and agreements. Nobody guarantees the result. This is not legal advice.
Do you handle estate freezes and Holdco structuring?
Yes as tax design. We model freeze forms and Holdco rollovers at a high level, coordinate valuation where needed, and prepare prescribed elections. Counsel drafts share terms, articles, and any trust deed. A freeze caps growth on the frozen interest. It does not erase tax.
What is a section 85 rollover in plain language?
A section 85 election can defer tax when eligible property moves into a taxable Canadian corporation for consideration that includes shares, within statutory limits. It is deferral, not exemption. Think designs the numbers and prepares the election. Counsel documents the corporate form.
How do you approach salary versus dividends for owner-managers?
We model salary and dividend mixes against corporate and personal tax, payroll, and cash needs. Family pay can engage tax on split income. Remittances and T4 / T5 filings should match the plan. Illustrative models are not a promised saving.
Can you help before a share sale versus asset sale decision?
Yes. We name the tax fork early so structure is in the room before price and legal form lock. QSBC / lifetime capital gains exemption readiness is a multi-year question. Live deal depth (earnouts, vendor notes, diligence annotations) continues on Transaction Advisory.
Do you advise on LCGE or QSBC readiness?
We support readiness planning when you may sell shares of a Canadian private company in a qualifying sale. Eligibility turns on multi-year ownership and asset-use tests. Related-party sales can deny capital-gains treatment even when the business looks like a small business corporation.
What happens from discovery to Phase 1 to Phase 2?
Discovery gathers goals, entities, and family facts. Phase 1 is a planning memo with tax design options modelled against your numbers. Phase 2 brings in lawyer and valuator when legal form and FMV are required. Think prepares elections and filings. Counsel documents.
Do you help with CRA audits or notices of objection?
Yes within scope as authorized representative: organize facts, respond to audit correspondence, and prepare a notice of objection where appropriate. We stop at Tax Court General Procedure.
Is this legal advice?
No. This page and our tax advisory work are general information and tax design support, not a legal opinion or a plan for your facts until an engagement is scoped. Counsel documents legal form.
How do we start?
Book a call. We scope which topic matches your facts and whether the file needs Phase 1 only or Phase 2 with lawyer and valuator.
Not
This is not legal advice. No promised savings. Think does not draft trusts, articles, share terms, or wills. Counsel documents the legal form. Outcomes depend on facts. General information only. Not an opinion or a plan for your facts.
One call.
Freezes, Holdcos, reorgs, owner pay, or exit readiness. Book a call to scope the engagement.
Book a call