Finance releases details on the $10m capital gains exemption on sale to employee ownership trust
In general terms, an EOT is a form of employee ownership where a trust holds shares of a corporation for the benefit of the corporation’s employees. This type of trust can be used to facilitate the purchase of a business by its employees without employees having to pay directly to acquire the shares.
The 2023 federal budget proposed new rules to facilitate the creation and use of EOTs. Subsequently, the 2023 fall economic statement proposed to temporarily exempt the first $10 million in capital gains realized on the sale of a business to an EOT from taxation, subject to certain conditions.
Bill C‑59, which received first reading in the House of Commons on 30 November 2023, contains the original legislative proposals relating to the use of EOTs to purchase shares of a business. Broadly speaking, the Bill C‑59 legislative proposals (i) define the conditions for a trust to qualify as an EOT; (ii) extend the capital gains reserve from 5 to 10 years for qualifying sales to an EOT; (iii) create an exception to the current shareholder loan and deemed interest benefit rules; and (iv) exempt EOTs from the 21-year deemed disposition rule that applies to certain trusts. These amendments apply as of 1 January 2024. Bill C‑59 did not include details with respect to the capital gains exemption.
The 2024 federal budget provided further details on the capital gains exemption, which are now included in Bill C‑69 (with some modifications, as indicated below).
Except where noted otherwise, the Bill C‑69 amendments are deemed to have come into force on 1 January 2024 so that they apply as of the same date as the original proposals in Bill C‑59.