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Transitioning from a Sole Proprietor into a Corporation: Navigating the Tax Landscape

The transition from a sole proprietorship to a corporation marks a pivotal moment in a business’s evolution. While sole proprietorships offer simplicity and direct control, their limitations become apparent as a business expands. Incorporating can provide numerous advantages, including limited liability, potential tax benefits, and easier access to capital. However, this transition is a taxable event that demands careful planning to optimize tax outcomes.

Understanding the Tax Implications

When a sole proprietor decides to incorporate, they must transfer their business assets to the newly formed taxable Canadian corporation. This step is crucial as the corporation and the individual are regarded as separate entities for tax purposes. A direct asset transfer is considered a sale at fair market value (FMV), potentially triggering a taxable event.

Thankfully, the Income Tax Act’s Section 85 rollover provisions allow for the transfer of assets at the proprietor’s cost base, minimizing immediate tax implications. This process requires meticulous reporting and adherence to specific criteria to ensure compliance and optimize tax outcomes.

The Rollover Process

The Section 85 rollover is a sophisticated mechanism designed to facilitate the transfer of business assets without immediate tax consequences. This process involves selecting an “agreed amount” for the disposition of assets, allowing the corporation to assume the proprietor’s tax position in exchange for shares, reflecting the tax cost of the transferred assets.

Eligible assets for rollover include capital property, inventory (with exceptions), eligible capital property like goodwill, and Canadian resource property. It’s important to carefully assess which assets qualify for rollover to avoid unexpected tax liabilities.

Valuation and Documentation

A critical aspect of the rollover process is the valuation of transferred assets, especially intangible assets such as goodwill. Determining the goodwill value involves estimating the business’s sale price to a third party, minus the value of tangible assets. Professional valuation is recommended to ensure accuracy and compliance, supported by thorough documentation.

Legal and Tax Advisory

Engaging in a Section 85 rollover requires navigating complex legal and tax frameworks. Professional advice is indispensable to ensure the transaction aligns with tax laws, accounting principles, and legal requirements. This expertise helps mitigate risks, including potential double taxation and GST implications.

Provincial Considerations and Administrative Steps

It’s also vital to consider provincial tax implications, as regulations can vary. For example, Alberta allows for an “agreed amount” that differs from federal elections, highlighting the need for tailored advice.

Finally, administrative steps, such as canceling and re-registering business numbers, are essential to smoothly transition from a sole proprietorship to a corporation, ensuring compliance across all levels of government.


As a Chartered Professional Accountant (CPA, CA), Master in Tax Law (LL.M (Tax)), Master in Business Administration (MBA), and Trust Estate Practitioner (TEP), I specialize in guiding families with family-owned enterprises through the complex world of taxation, ensuring their ambitions become realities. The critical junction in a business’s lifecycle: moving from a sole proprietorship to a corporation should be done cautiously.

Transitioning from a sole proprietorship to a corporation is a significant move that can unlock new opportunities for growth and efficiency. However, the process involves intricate tax implications that require expert guidance. As a seasoned tax expert dedicated to supporting family-owned enterprises, I am here to navigate these complexities, ensuring a seamless transition that aligns with your business ambitions. Remember, planning and professional advice are your allies in turning ambitions into achievements.

In a landscape where tax policies and business structures are ever-evolving, staying informed and proactive is key. For families operating family-owned enterprises, this journey is not just about tax optimization but about ensuring a legacy that thrives across generations. Let’s embark on this journey together, with the confidence that your ambitions are within reach, guided by expertise and strategic planning.


This information is for discussion purposes only and should not be considered professional advice. There is no guarantee or warrant of information on this site and it should be noted that rules and laws change regularly. You should consult a professional before considering implementing or taking any action based on information on this site. Call our team for a consultation before taking any action. ©2024 Shajani CPA.

Shajani CPA is a CPA Calgary, Edmonton and Red Deer firm and provides Accountant, Bookkeeping, Tax Advice and Tax Planning service.

Nizam Shajani, Partner, LLM, CPA, CA, TEP, MBA

I enjoy formulating plans that help my clients meet their objectives. It's this sense of pride in service that facilitates client success which forms the culture of Shajani CPA.

Shajani Professional Accountants has offices in Calgary, Edmonton and Red Deer, Alberta. We’re here to support you in all of your personal and business tax and other accounting needs.