Zalupski’s borrow-against-the-stake
Partly — and mostly as a warningThe underlying idea — get liquidity without triggering a disposition — is legitimate and has Canadian forms. But each form differs from the US version in a way that matters:
- Margin borrowing against public shares exists here, and interest on money borrowed to earn income from property is generally deductible under paragraph 20(1)(c). Zalupski is the argument against, not for: when collateral falls 72%, the timing of your decisions passes to your lender.
- Prepaid variable forwards are hazardous in Canada. The synthetic disposition rules added in 2013 can deem a disposition where an arrangement eliminates substantially all of a taxpayer’s risk of loss and opportunity for gain for a year or more — which is close to a description of what Zalupski did. Do not assume US treatment travels.
- For a private Ontario company, none of this applies directly. Your shares are not marginable collateral at a broker. The practical analogues are a shareholder loan — which triggers an income inclusion under subsection 15(2) if it is not repaid by the end of the corporation’s next taxation year — or a holdco borrowing against real assets.
FIRST STEP THIS WEEK — Ask your accountant one narrow question: “If I want cash out of the company without triggering a disposition, what is actually available to me — dividends, capital dividend account balance, a 15(2)-compliant shareholder loan, or a holdco pledge?” Get the current CDA balance in writing. It is a number most owner-managers cannot state and it is tax-free on the way out.