Wealth Signal
Edition · Edition 037 / Transferable To You · Item 03

3 · Selling through an interposed holding company

Transfers — but it is already your default

Every 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.

FIRST STEP THIS WEEK · Ask your accountant for a current QSBC purification read: specifically what proportion of opco assets are non-active today, and what it would take to move surplus cash up to a holdco without tripping the 24-month test.
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