3 · Selling through an interposed holding company
Transfers — but it is already your defaultEvery analysed seller today sold through something: CMXI B.V. for Schuurman, Consensys Software Inc. for Lubin, a revocable trust for Pohlad, a Family Trust and a GRAT for Mecklenburg, a 1988 revocable living trust for Duffield. Cohen alone held direct.
For an Ontario private company the structural question is not whether to have a holdco — that is ordinary — but whether your operating company’s shares will qualify as QSBC shares when you eventually sell them. The lifetime capital gains exemption is $1,275,000 per person for 2026, indexed, up from $1,250,000 in 2025. It is most often lost not by failing the 24-month holding test but by the 50% and 90% active-business asset tests, which get broken quietly by retained cash and passive investments accumulating inside the opco. The failure is silent until the moment you need the exemption.