Walking a stake down in planned steps, managing the number the test looks at
Transfers in modified formStrip out the disclosure thresholds and what Control Empresarial appears to be doing is managing, in advance and over periods, the figure that a rule will later measure. That mechanic does transfer — but the threshold is different. In Ontario the numbers that matter to a private-company owner are the QSBC tests, not ownership percentages:
- the 24-month holding test — the shares must have been owned by you or a related person throughout the 24 months before a sale;
- the 50% test — throughout those 24 months, more than half the fair market value of the company’s assets must have been used principally in an active business carried on primarily in Canada;
- the 90% test — at the moment of sale, 90% or more.
A corporation that has quietly accumulated cash, marketable securities or surplus real estate can fail these without anyone noticing until a buyer’s lawyer runs the numbers. “Purification” — moving passive assets out ahead of time — is the real analogue of a stake walked down in steps, and like Slim’s sequence it only works if it starts long before the event. The 24-month look-back means a purification done the month before a sale is worth nothing.
The adjacent Canadian tools, none of which this edition is recommending: an estate freeze to cap your current value and push future growth to a family trust or the next generation; a family trust to multiply the LCGE across beneficiaries; a holdco to receive tax-deferred intercorporate dividends and hold the passive assets outside the operating company; corporate-class funds and capital-gains timing for investments already inside the corporation; and, on the philanthropic side, donating publicly listed securities in kind from the corporation rather than cash, which can eliminate the capital gain and credit the capital dividend account.