Your business succession in 49 questions

7×7 questions to frame your future

Your business is the source of your income, and the store of years of hard work. But despite your dedication as an entrepreneur, there will likely come a time when your focus shifts toward harvesting that value and moving on to the next stage of your life. 

Whether you’re thinking of selling or succession, it can be a complicated and time-consuming process. Setting the stage for the technical guidance from your legal and tax advisors, here are some questions to help prepare you and your business for succession, grouped as follows:

Mutual fund distributions

The whole story on half of the returns

Mutual funds provide a streamlined way to make a single purchase of a portfolio of securities. By pooling with others, an investor has a cost-effective way to participate in a chosen investment mandate that would be challenging to assemble and maintain individually.

When holding individual securities, an investor’s total return is a combination of the income earned by that security for a given period and the change in its price over that same period.

The same holds true when securities are pooled in a mutual fund. The netting of the ups and downs of individual prices is reflected in the change in the fund’s net asset value (NAV), while the sum of all the securities’ incomes becomes the fund’s periodic distribution to investors.

Why distribute a mutual fund’s income?

In Canada, an investment manager may create a mutual fund in one of two legal structures: trust or corporation. By both number of funds and assets under management, the trust form is significantly more common. Except where noted otherwise, this article deals with mutual fund trusts.

Once a mutual fund is created, the manager will make it available for investor deposits, charging the fund for its administration and investment management services. Such charges are calculated and expressed as a percentage of the fund’s investment assets, known as the management expense ratio (MER).

A mutual fund is taxable on the income from its investment holdings, though it is allowed to deduct the expenses it incurs in earning that income, which is mainly that MER. Regardless which of the two legal forms it takes, a mutual fund is subject to very high tax rates, roughly the same as what a top tax bracket individual would pay.

If a mutual fund had to pay tax itself, that would be costly for the overwhelming majority of its investors—who are not at top bracket—and exceedingly so when held in a registered plan that does not pay tax while earning income. This includes a Registered Retirement Savings Plan (RRSP), Registered Retirement Income Fund (RRIF), Registered Education Savings Plan (RESP), Registered Disability Savings Plan (RDSP), or Tax-Free Savings Account (TFSA).

Limiting tax on investment income

Rather than impose its high tax rate on investors, a mutual fund will absorb sufficient income to deduct the full MER charged by the investment manager. It will then distribute the remaining income to investors according to their proportion of ownership, to be taxed to each at their respective income brackets—or in the case of RRSPs and other registered accounts, with zero tax applying on those distributions.

Facilitating more invested capital

Distributions can also indirectly increase the capital a mutual fund has available to invest. As discussed further on, investors can receive distributions in the form of cash, or allow that amount to be reinvested on their behalf in more units of the fund.

For investors with current spending needs, for example those in their retirement years, a cash distribution will allow them to pay the associated tax and spend the net income on their living expenses.

If the automated reinvestment route is chosen—which is the default choice for most mutual funds, with investors entitled to opt out—the fund will have both the original capital and that year’s income for continuing investment. Or, if an investor takes the cash distribution, part of that could be used to pay the tax, with the difference available for the investor to reinvest in the fund. In the former case the gross amount is reinvested, and in the latter, it is the net amount. Either way the use of the investors’ lower tax rates assures the lowest tax and highest reinvestment.

Form of income distribution

In addition to being taxable to investors rather than the fund, distributions retain their tax character when received by investors. Still, one must distinguish whether the mutual fund is in a registered or non-registered account.

Registered accounts

Income type is irrelevant in registered accounts, as no tax is charged on income or growth while in such plans. On money coming out of the plan, taxable withdrawals are treated as regular income up through the recipient’s graduated tax brackets, regardless of the original income type when received. The notable exception is a TFSA, for which there is no tax on either internal income or growth, or withdrawals.

Non-registered accounts

For non-registered accounts, the investor is taxed in the year of receipt, according to income type:

Interest – Fully taxable, according to the investor’s graduated bracket rate.

Foreign dividends – Fully taxable, according to the investor’s graduated bracket rate. Usually, the issuing corporation is obligated to withhold tax in the foreign jurisdiction before paying the net amount to the mutual fund. When this is distributed to the investor, the mutual fund typically is able to report the details of what was withheld, allowing the investor to claim a foreign tax credit when calculating (reducing) their Canadian tax obligation.

Canadian dividends – A two-stage gross-up and tax credit process applies to Canadian dividends received by a Canadian resident investor, whether received directly or via mutual fund distribution. Mutual fund distributions are most often eligible dividends, being those originating from publicly traded Canadian corporations, though on occasion there may be non-eligible dividends sourced from a Canadian-controlled private corporation. Either way, the two-step procedure results in a preferred tax rate for the investor, which is roughly the difference between the investor’s marginal tax rate and the amount of Canadian tax the originating corporation has already paid.

Net capital gains – The mutual fund tallies all its capital gains and losses on trading transactions over the course of its taxation year, and reports the net capital gain to investors. Under current rules, half of the capital gain is taxable. If the mutual fund is in a net capital loss position, that loss cannot be distributed to investors, but can be carried forward to reduce the fund’s future capital gains.

Return of capital (ROC) – Rather than being income, this is a return of the investor’s own capital. There is no tax on such capital, but, as discussed in greater detail elsewhere in this article, it reduces the investor’s adjusted cost base (ACB) in the mutual fund. When the investor has a future disposition of part or all of the mutual fund, this reduced ACB contributes to an increase in the capital gain—or a decrease in the capital loss—on that transaction.

Effect on mutual fund’s NAV

A mutual fund’s assets are a total of the securities it owns and the cash it holds when income is paid from those securities. When that cash is distributed to investors, there is a corresponding reduction in the fund’s assets.

To illustrate, assume a mutual fund trust with 1,000 outstanding units is holding securities with a combined fair market value (FMV) of $10,000, and $600 of distributable income after deduction of the MER. To isolate the effect of the distribution on NAV, the example assumes no change in market value.

On the left, Table 1A shows the mutual fund before and after the distribution, and viewed in isolation may give the impression that $600 has been lost on the total assets line. But in Table 1B on the right, consider the investor who initially had 100 units worth $1,060, who now has $1,000 value in the mutual fund plus $60 of distributed cash.

Project those 100 units up to the 1,000 units held by all investors to arrive at the $10,000 of remaining mutual fund value, to which can be added the $600 in investors’ hands collectively. Total assets remain intact at $10,600.

Effect on investor’s ACB

Most often, an investor’s adjusted cost base (ACB) is simply acquisition cost. That said, there may be some adjustments. For example, it may be increased by purchase costs such as commissions.

Fund distributions interact with the investor’s ACB as follows:

    • A cash distribution of income from a mutual fund has no effect on an investor’s ACB.
    • Distribution by reinvestment in units of the fund increases the investor’s ACB. The investor must still pay tax on that reinvested amount, but as the fund did not distribute any cash to the investor, another source must be used to pay the associated tax.
    • ROC distributions reduce an investor’s ACB, though that reduction will be restored to the extent that an investor reinvests some or all of the distribution. If the fund’s ACB is zero or negative, ROC distributions are treated as capital gains.

In the case of registered accounts, the concept of ACB does not apply. However, such accounts are subject to maximum contribution limits and may have minimum withdrawal requirements. A distribution from a mutual fund into a registered account has no effect on the calculation of either contributions or withdrawals.

Cash distribution or reinvested units

An investor may receive a distribution in cash or may instead accept the mutual fund’s offer to reinvest the otherwise distributable income. Whether taken in cash as shown in Tables 1A & 1B above or as a reinvestment in units of the fund, the tax result for the investor is the same.

To show this as a continuation of the foregoing example, we’ll assume the $60 distribution is interest and that the investor is at a 50% marginal tax rate, resulting in $30 tax due. We’ll further assume that $800 was originally invested, using that as the ACB to arrive at the investor’s final financial position after disposing of the mutual fund.

The second stage disposition illustrates how the investor is in the same tax position by either of the two routes. To be clear though, that is true whether or not the disposition happens at that time. In reality, the investor will likely continue to own the fund over many years, with more contributions, income distributions and withdrawals along the way—while the effect of the reinvestment remains baked-in, just as if it had been a cash distribution.

Timing of distributions

Distributions may vary based on a fund’s performance or may be at a fixed rate. Common scheduled intervals are monthly, quarterly, semi-annual or annual, with interest and dividend income usually distributed during the year, and net capital gains distributed at year-end. Distributions are paid to unitholders as of a set record date, generally the business day prior to the respective distribution date.

Funds with a fixed rate distribution calculate their coming year’s projected distributions based on the NAV per unit as of the preceding calendar year-end, using the formula:

For example, a fund on a monthly distribution schedule with a $12.00 NAV at December 31 of the preceding year and a 4% fixed distribution rate would have a per-unit distribution of $0.04 [$12.00 x 4% ÷ 12]. An investor with 10,000 units would expect to receive $400 each month.

Distributions and rate of return

While distributions are designed to allocate a fund’s income to investors, this should not be confused with rate of return. A fixed distribution rate is a commitment to periodically distribute a certain dollar value out of a fund’s assets—and may be premised on expected returns—but is not a guarantee of a fund’s rate of return.

Similarly, there may be an expectation of the income types making up that distribution based on the fund’s investment parameters, but the actual composition of distributions cannot be known until the fund does its
year-end accounting. Only then can distributions be reconciled with the type and amount of income earned.

If distributions exceed income, the excess is a return of the investor’s own capital (ROC). The income is part of the investment return calculation, while ROC is not. Details will be reported on the investor’s T3 tax slip.

T-series distributions

Some mutual funds allow investors to choose a distribution rate that is intentionally higher than the income the fund expects to realize in the year. “T-series” is the common term investment managers use to describe these arrangements, with the “T” highlighting the tax effect of this type of distribution.

The result is that most or all of the distributions will be non-taxable ROC, which can be appealing to someone presently at a high tax bracket who anticipates being at a lower bracket in future. Another candidate may be an Old Age Security pensioner, or other recipient of income-tested benefits, who wishes to stay below an income threshold beyond which such benefits would be reduced or clawed back.

Though this approach may be effective in addressing near-term goals, investors should bear in mind that a high T-series rate (historically, 8% or more has been available) will deplete the value of holdings over time if it consistently exceeds the fund’s rate of return.

As well, successive ROC distributions grind down the investor’s ACB, increasing the eventual capital gain on future withdrawals. This can be especially costly on a deemed disposition at death if there is no spouse to whom the investment can be rolled over to, as the entire gain will be taxable in a single year, likely at higher tax bracket rates than if it had been drawn down over multiple years.

Distributions in a year when fund value has declined

Investors may be surprised to receive reported income on their annual T3 slip from a mutual fund in a year when the fund’s value has fallen. As noted earlier, distributions and rate of return are different concepts. To explain what’s going on here, one can look back to the two components of a mutual fund’s total return: price change and income earned.

Over multiple years, investors generally expect to see a combination of a net increase in the price of securities owned, and income being generated from those securities. However, in any one year, it is possible for income to be earned and paid out to investors, while the fund’s price declines. Depending on the investment mandate, and how actively securities have been traded in a year, it may even be possible to have net capital gain distributions even if the value of the fund is down from the previous year-end.

While receiving a distribution in a down year is not a happy occasion, the positive to be taken out of it is that the income components of the fund have continued to play their role, despite the downward price pressure. In addition to softening the fall by contributing income to counter the price drop, that income is being deployed opportunistically. Assuming the fund’s mandate still fits the investor’s longer-term goals, reinvested distributions will be acquiring fund units at a bargain cost, positioning the investor to participate in the price rebound.

A final caution: Purchases near year-end

Over the course of a year, an investment manager buys and sells securities as appropriate to fulfill the fund’s investment mandate. As noted earlier, the capital gains and losses on those trades are tallied so that the net capital gain can be reported to investors. Just as interim income distributions are reported to unitholders as of a record date, the same applies to the year-end distribution. Depending on the fund, that date is generally mid to late December – and this is where the danger arises with non-registered mutual fund purchases late in the year.

An investor who purchases a mutual fund shortly before the record date is buying an appreciated asset, to their detriment. Adapting the example in Table 1A & 1B above to be shortly before the year-end record date:

    • The $10,600 ‘before’ value can be viewed as including a $600 net capital gain waiting to be distributed.
    • Just before the record date, an investor buys 100 units for $1,060, being both the ACB and FMV.
    • The fund distributes by a reinvestment of units, causing the investor to pay tax on a $60 capital gain.
    • The reinvestment increases the investor’s ACB by $60 to $1,120, while the FMV remains $1,060.

Having only bought into the fund for a day or two, the investor is paying tax on a full year’s worth of activity. This could have been avoided by waiting just a few days. Some solace can be taken that there is now a built-in $60 capital loss on the investment that will reduce future capital gains…eventually!

Importantly, as distributions into registered accounts are not taxable, this is not a problem there.

Family farm succession

Estate and tax tips to help keep the family farm in the family

Every business has its own distinct features, but farming really is in a field of its own. The intimate connection between economic activity and family dynamics feeds into farming operations, and in turn into farm succession.

This complexity presents both challenges and opportunities for farmers looking to transfer the farm in an effective and efficient manner. Fortunately, with astute estate planning and strategic application of targeted tax rules, a family farm can indeed be successfully passed down generations.

What’s so special about farm succession?
Nature of the business

Farming is both capital and land intensive, together reinforcing the need for a long-term view and a long-term commitment. Arguably, it’s the prototypical asset-rich/cash-poor business. But, adopting a positive planning perspective, it may be more helpful to think of it as a call to farmers to be vigilantly cash-conscious.

Like other businesses, the farm is usually both the main income source and the main store of a farmer’s wealth. It’s the classic goose and golden egg, with the added element that the farm is also traditionally the family home.

Three-legged succession planning

This intertwined nature may have a farmer feeling paralyzed at the prospect of having to combine everything into a cohesive succession plan. To make it manageable, it may help to approach it as three legs of a succession stool:

    1. Farmer’s retirement plan
    • Will the farmer/couple continue to live on the farm in retirement, or is another living arrangement intended?
    • What kind of retirement lifestyle do they envision, and how much income is needed to fund that?
    • What non-farming savings will provide that income, and will it need to be supplemented by farm income?
    • If there is a projected shortfall, will retirement be adjusted or might some farm assets have to be sold?
    1. Farm management plan
    • Have the successor(s) been identified, have they committed, and is there a clear transition timeline?
    • Are there gaps in the successors’ farming or management skills, and how long will those take to upgrade?
    • Are there any critical employees, and how has their continuing involvement been assured?
    • Has the business been analyzed and documented to make it as turnkey as possible for the successors?
    1. Family heir/ownership plan
    • Will ownership transfer be by sale, by gift, by bequest out of a parent’s Will, or a combination of these?
    • Will the successors own the farm outright, or will non-farming family members also have an interest?
    • If so, how and when will they get their part of income or assets, and what legal changes might facilitate that?
    • If not, will the estate be equalized/‘equitized’ with other property, or will life insurance be used as a stand-in?

For each planning leg, the questions are openers to help organize thoughts and couch expectations of what lies ahead. As in any planning exercise, initial intentions will have to be balanced with practical constraints, possibly leading to difficult trade-offs among farmer, farm and family.

The goal is to make sure each leg is stable on its own, and that together they comfortably support the succession that rests upon them.

Estate planning foundation

Choosing heirs is obviously a key decision, but estate planning is much more than that. Ideally, it comes out of a focused review of a person/couple’s own needs, available resources and wishes for others, followed by legal steps to carry out the plan.

For many people’s estate planning, it can be sufficient to execute powers of attorney (or equivalent legal document for the province) to name someone to make decisions in the case of incapacity, and a Will to deal with property at death, possibly including some brief trust provisions to allow for unexpected contingencies.

For farmers, these core documents will likely need more detailed drafting, possibly accompanied by one or more trusts or corporations. In addition, intended successors may be asked/required to revise and coordinate their own estate planning, including executing domestic contracts to protect against potential marital claims if there is a future relationship breakdown.

This is particularly important with family farms, where financial viability can hinge on keeping the whole intact, and sustaining the scale and momentum of the enterprise.

Targeted tax rules allow flexibility in farm transfers

Alongside economic and interpersonal issues, a major concern in family farm succession is the spectre of tax. When capital property is transferred, tax is generally levied on the capital gain. Ironically, that could cause a profitable farm to be the victim of its own success. Having committed substantial time, effort and resources into the business, a farmer may have only one place to get the cash to pay the tax on its transfer – the farm itself!

Happily, there are a number of rules in our tax system designed to help farmers defer, distribute or eliminate the tax that would otherwise apply on farm property transfers. The key provisions are summarized below, understanding that the qualifying criteria are complex, both for the property and the people involved. Consider this to be a
high-level overview of options and issues to be explored in-depth with the farmer’s own tax professionals.

Lifetime capital gains exemption

The lifetime capital gains exemption (LCGE) can eliminate tax on capital gains when transferring qualified farm or fishing property, or small business corporation shares. The LCGE is $1.275M in 2026, indexed annually.

Planning points

    • The LCGE can be claimed by individuals, or by partners when gains are allocated from a partnership. A corporation can’t claim it, but shares of the corporation may qualify. (See “qualifying farm property” below.)
    • The principal residence exemption (PRE) is available in addition to the LCGE. There are two methods for calculating the PRE when a home is situated on a farm, and the farmer may choose the method that is most advantageous. The PRE may be claimed by individuals and possibly by a partner of a partnership that owns a subject property, but not by a corporation.
    • A large capital gain in one year (even if claimed/reduced using the LCGE) can affect eligibility for income-tested benefits in the following year, including Old Age Security, Guaranteed Income Supplement, Canada Child Benefit, G/HST refundable tax credit, age credit and possibly some provincial tax credits.
    • Alternative minimum tax (AMT) is often triggered when LCGE is elected, as it brings the non-taxed portion of capital gains into income. AMT is recovered as a credit against taxes payable for up to seven years. Significant changes were passed into law in 2024, which may make it more or less of a concern in a given situation, as advised by tax counsel.
    • A parent realizes a capital gain when selling shares to a child, but historically this has been deemed to be a dividend (at higher tax) when selling to a child’s corporation. Bill C-208 was passed in 2021 to allow capital gains treatment in such family transfer situations. Implementation was delayed until further amendments were passed in 2024, designed to prevent surplus stripping and assure that the rules only apply to genuine intergenerational business transfers.
Qualifying farm property

For the LCGE, qualifying farm property includes land and buildings, shares in a family farm corporation, an interest in a family farm partnership, as well as quota and other intangible assets used in the farm business.

The property must be principally used in farming by the individual, a spouse or common-law partner (CLP), child or parent, or by a farm corporation or partnership belonging to one of them. If the property was purchased before June 18, 1987, this requirement can be met if it is being farmed on the date of sale or had been farmed any five years while owned. The use rules are more stringent if purchased after this date, including having to show that gross farm revenue was more than all other income sources over a two-year period during ownership.

Planning points

    • Equipment, machinery and inventory are NOT eligible for the LCGE if they are personally owned. However, if those assets are held within a family farm corporation or partnership, their value will contribute to the value of the respective corporate shares or partnership interest, which in turn may be eligible for the LCGE.
    • According to the Canada Revenue Agency (CRA), land may not qualify as farm property if it is leased or is under a sharecropping arrangement. Consult a tax advisor to determine how to meet CRA’s requirements.
    • When the $100,000 personal capital gains exemption was eliminated in 1994, individuals were allowed to increase the adjusted cost base (ACB) on their property by up to $100,000 that year. Even if farm property was owned prior to 1987, the owner would be deemed to have disposed and reacquired the property in 1994.
Tax-free rollover to a child

When farming or fishing property is transferred to a child, the parent may choose a disposition value between cost (ACB for capital property, or undepreciated capital cost for depreciable property) and current fair market value. This can postpone the tax until the child sells the property. The child must be resident in Canada, and the property must have been actively engaged in farming or fishing activity on a regular and ongoing basis before the transfer.

The transferee may be a natural or adopted child, grandchild or great-grandchild of the individual or of a spouse/CLP, or a spouse/CLP of that person. It may also be someone who, while under the age of 19, had been financially dependent and under the custody and control of the transferor.

Planning points

    • If a parent dies before a transfer has occurred, the rollover may also apply on transfer from a parent’s estate.
    • If a child dies before a parent, the rollover will not be available to the deceased child’s spouse/CLP.
    • If a rollover to a child has been made and the child later dies, the property may be rolled back to the parent.
    • If a child sells to a third party within three years of the transfer from the parent, that original transfer will be deemed to have occurred at fair market value for the transferor parent, effectively undoing the rollover to the child.
    • Though it is possible to use this rule to transfer to minor children, if the property is sold to a third party while the child is still a minor, the resulting capital gain will be deemed to be the parent’s.
    • An estate freeze is a technique used to shift tax on future capital gains to later generations. These rollover rules make it unnecessary to do an estate freeze for tax rollover purposes, but a freeze may still be used to provide ownership certainty to the next generation, and to provide comfort of continuity to the parent farmer.
    • The rollover can be used vertically between generations, but not laterally between siblings. Farmers should take this into consideration when deciding when and how to structure a succession among multiple children.
Tax-free rollover to spouse

Any capital property (not just farm property) may be transferred by rollover to a spouse/CLP, but any income or capital gains arising out of that property will be attributed to the transferor under the spousal attribution rules.

Alternatively, if it is a purchase at fair market value, the spouse/CLP will be taxed on the year-to-year income and realized capital gains, achieving some family income splitting. Even better, when that property is later sold, this ensures that the capital gain is realized by that spouse/CLP who can then use his/her LCGE.

Extending the capital gains reserve from 5 years generally, to 10 years for farm property

Generally, a capital gain is recognized and taxed in the year of disposition. If payment is deferred, the taxpayer may elect to recognize the gain across as many as five years, being the year of closing plus four years.

For disposition of a family farm, a fishing property or small business corporation shares to a child (using the same extended definition of child outlined above), the reserve period may be as long as nine years following the year of disposition, spreading the tax liability across as many as ten years.

Coordinating professional advice

Business succession planning can be a challenge, with farm succession being a breed unto itself. Add in family dynamics, and things can get especially complicated.

While there are many tax rules designed to facilitate family farm succession, they are most effective when applied in the context of each particular farmer, farm and family. Through early engagement of qualified legal and tax advisors – and with the commitment and participation of all affected family members – a farmer can be confident that the family farm succession will indeed be a success.