On February 27, 2018, Finance Minister Bill Morneau presented the government’s 2018-2019 federal budget. This tax alert provides a summary of the tax measures proposed in the budget.

As expected, included in this year’s budget is the draft legislation to address the perceived tax advantage enjoyed by business owners when investments are made through their private corporations instead of personally. The government’s concerns around this matter were originally brought forward in the July 18, 2017 consultation paper, Tax Planning Using Private Corporations. Due to significant push-back from the business and tax communities in relation to this specific concept, the government assured effected taxpayers that any legislative response would include grandfathering. As discussed further below, the Budget 2018 proposals in relation to passive income revolve around a grind of the small business deduction based on associated company investment income and a new refundable tax pool concept. Other specific matters addressed in the July 18, 2017 consultation paper, specifically around income splitting, were previously addressed by way of draft legislation issued in December 2017.

There are no additional changes to the corporate tax rates from those previously announced in the fall economic statement for small business corporations. The budget also did not include any changes to the personal tax rates and tax brackets.

Despite speculation over the last couple of years, the government did not increase the capital gains inclusion rate or provide any specific measures related to the Scientific Research and Experimental Development (SRED) program.

The budget, however, did include measures to combat aggressive international tax avoidance (i.e., the use of so called “tracking arrangements” and the use of transactions involving partnerships and trusts to distribute tax-free distributions to non-resident shareholders). The government also indicated that it will continue to work with its international partners to improve international dispute resolution, and to ensure a coherent and consistent response to fight cross-border tax avoidance.

Proposed consultations on tax measures

Consultations on the GST/HST holding corporation rules
The government indicated in its budget that it intends to consult on a Goods and Services Tax/Harmonized Sales Tax (GST/HST) rule, commonly referred to as the “holding corporation rule,” which generally allows a parent corporation to claim input tax credits to recover GST/HST paid in respect of expenses that relate to another corporation. More specifically, where a parent corporation is resident in Canada and is related to a commercial operating corporation (i.e., all or substantially all of the property of the corporation is for consumption, use, or supply in commercial activities) and the parent corporation incurs expenses that can reasonably be regarded as being in relation to shares or indebtedness of the corporation, the expenses are generally deemed to have been incurred in relation to commercial activities of the parent corporation.

The government intends to consult on the limitation of the rule to corporations and the required degree of relationship between the parent corporation and the commercial operating corporation. The government also intends to clarify which expenses of the parent corporation are incurred in relation to shares or indebtedness of a related commercial operating corporation, and therefore qualify for input tax credits under the rule.

Consultation documents and draft legislative proposals regarding these issues are expected to be released for public comment in the near future.

Click here to download the report (PDF)

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Gaston Fournier
Manager | M.A., CHRP | Management consulting

In the context of evolving markets and generational changes, it is vital to establish a competencies development plan to address the resulting challenges.

In many cases, business transferors have an entrepreneurial profile; this does not necessarily correspond to the typical definition of managers. They enjoy being in the thick of things, using a trial and error approach, relying on their business instincts. As a result, they often have an informal, somewhat patriarchal management approach, with few rules, little structure and no management programs.

The transferees, on the other hand, will likely be facing different challenges such as:

  • Market growth,
  • More employees,
  • Specialization and increased demands,
  • Financial and legal controls.

New organizational needs may arise in terms of the structure (official organizational chart), internal operations (management committee, management scorecards and marketing plan) and human resource programs (employee handbook, compensation structure, etc.).

 

Prepare a profile

It’s essential to clearly define the required skills for the management positions while building in some flexibility to share responsibilities. For example, among others, a general manager should have strategic vision, finance skills and the ability to delegate.

Assess competencies

The transferees’ current abilities should then be evaluated using a variety of tools: analysis of their experience, behaviour interviews, psychometric and aptitude tests. A common misconception in many family businesses is that management skills are innate, this must be avoided at all costs. Some transferees may not want a management role, they may prefer to be on the operations side. Properly evaluating their profile will be useful for both them and the business.

Draw up a plan

Lastly, a competency development plan should be drawn up for each transferee filling a key position to ensure that they are able to take on that role efficiently. There are numerous options: training, internal or external coaching, discussion groups, etc. The transferor could serve as a mentor, but this role should be clearly defined. The transferor’s knowledge and experience can then be passed on to the successors and foster a successful transfer.

A business’s activities can be looked at from many perspectives: rational, financial and operational. These are significant management requirements, but the human aspect is just as important, and in a business transfer context, it is most often at the heart of discussions. Psychometric tests and a competency development plan are key to the succession plan discussion and implementation process to ensure a smooth transition.

Contact an expert in your region to find out how Raymond Chabot Grant Thornton can support your business transfer process!

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26 Feb 2018  |  Written by :

Mr. Frounier is a manager at Raymond Chabot Grant Thornton. He is your expert in human resources...

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The sale of a business is generally one of the most important transactions of an entrepreneur’s life, and often, the most complicated. Moreover, when this is a family transfer, the transaction could be even more sensitive, given the emotional aspects involved that can influence the sales price.

In any business transfer, “the” big question that keeps coming back is: “How much is my company worth?” The challenge is to determine a price that reflects the fair value of the SME, which satisfies both the transferor and transferees, and that ensure the business’s longevity.

This is why it is essential to establish the business’s value with a thorough, objective and structured process.

Avoid conflicts

For entrepreneurs who dedicate their lives to building their SME, transferring it can be a painful, emotionally charged experience. Also, as they rely on the proceeds from the sale to fund their retirement, in their eyes, their business is worth a lot of money…sometimes more than its fair value.

If they have children, entrepreneurs usually want them to take over the business, but this is where two perspectives and two realities may collide. On one hand, entrepreneurs want to get the most money possible for their SME. On the other hand, the acquisition of the family business is a major investment for the children; do they have the financial means? For the children, the value of the business equals their ability to pay.

These issues could cause resentment and tensions within the family. Using the services of an expert who can give transferors and transferees a fair and neutral opinion about the value of the business, can reduce the risk of conflicts. Furthermore, this ensures a fair treatment for the children who will not be involved in the business after the transfer.

Main traps to watch out for

Business valuation can include several traps. How many times have we heard entrepreneurs propose unbelievable amounts about the value of their SME!

Numerous entrepreneurs tend to use a market-based valuation method. One of the most popular calculations, based on transactions of comparable businesses, consists in multiplying earnings before interest, taxes, depreciation and amortization (EBITDA) by a multiplication factor.

The problem is that transferors tend to overestimate this factor, by relying on hearsay because it’s difficult to obtain reliable information about comparable transactions. In fact, unlike real estate transactions, there is no register where the sale prices of businesses are recorded.

Instead, business valuation experts prefer a performance- or earnings-based valuation method, which essentially relies on the business’s ability to generate earnings. This method therefore procures a more precise measurement of the SME’s fair value.

A few other key points to consider when evaluating a business

  • Don’t forget any assets or liabilities.
  • Take into account capital investments required to support the business’s activities.
  • EBITDA does not include interest on debt. Therefore, don’t forget interest-bearing debt in the calculation of the business’s value.
  • Consider unusual salary adjustments and performance bonuses that might have influenced EBITDA in the course of the last year.
  • Do not count the economic benefit for the business of owning a building twice. If you assess based on earnings and the business owns its building, the economic benefit of this asset is already included in earnings (since the business does not pay rent). Don’t duplicate its value by adding the building’s value to that of the business’s activities.
  • Take the time to perform a due diligence review before buying a business, that is, one that draws up a detailed portrait of the company’s financial, commercial, legal and operational aspects.
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One last tip

Above all, do not try to sell the business to your children if they don’t have the financial ability to buy it at its fair value. Consider other solutions that would benefit all. For example, you could use the proceeds from the sale of your SME to help your children start up a new business or invest in other projects with them.

Would you like more information about the business valuation process? Don’t hesitate to contact our experts. They will be pleased to help you.

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Martin Deschênes
Partner | CPA, CA | Financial advisory

Are you looking to stimulate the growth of your SME by acquiring another business? Now that’s an exciting project! However, in order to reap the benefits, it’s best not to skip steps and seek out the guidance of expert advisors throughout the entire process.

Do you think you know all about the business in question? Do you feel the need to act fast because you’re scared of missing out on a unique opportunity? Be careful: there could be skeletons in this business’s closet or the salesperson’s statements could be false; to find out the truth, a thorough due diligence should be performed. You wouldn’t want any nasty post-transaction surprises!

Another determining aspect of a successful transaction: the integration of the acquired business’s activities and employee engagement, because while the purchase may be complete, the work is not.

Here are five tips for success to reducing risks to a minimum and getting the most out of your investment when acquiring a business.
ns conflits

1. Letter of intent to purchase

The purpose of this document is to serve as a basis for negotiations, without being a formal offer to purchase. Rather, it is a commitment between two parties to negotiate in good faith. As a buyer, you’re stating your intention to acquire the business according to certain conditions that were discussed in preliminary discussions.

The letter of intent establishes in particular:

  • The sales price and possible adjustments;
  • Assets included in the transaction and liabilities assumed;
  • Terms of payment and certain representations and warranties.

It is essential, as of this step, to properly establish the terms and conditions of the transaction. Do not under-estimate the importance of this document.

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2. Due diligence

This too is a crucial step. When properly executed, with the help of specialists, it allows you to know just exactly what you’re purchasing.

Due diligence provides you with a detailed look at the financial, tax, legal and operational aspects of the organization involved, as well as the main transaction risks.

Among other things, it helps validate information provided by the seller and protect you from unpleasant surprises. It also helps detect any of the acquired entity’s business issues and those relating to the integration of activities (obsolete computer systems, possible departure of key employees, etc.).

This verification process can certainly be demanding, but trust me when I say: all those entrepreneurs who took the time to do this step don’t regret it. Moreover, due diligence can sometimes help lower the purchase price.

3. The purchase agreement

You now have an accurate idea of the business you want to buy. You’re ready to sign a purchase agreement containing the conditions and warranties that will protect you from various risks, in particular, those detected during due diligence. For example, you can include in the agreement indemnity, confidentiality, non-solicitation and non-competition clauses.

Plan ahead: a well detailed purchase agreement prepared by an expert can help you save a lot of money and offer you adequate protection from the most significant risks.

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4. Achieving synergies

We’re not done yet! There’s still much work to be done for the transaction to yield the desired results.

As a matter of fact, you need to implement a well-prepared integration plan. Do it quickly: integration should not take more than two years to produce the expected synergies.

Make sure to properly merge the operation method and the information technologies of both businesses. Often, incompatible IT systems can be a costly failure.

Carefully analyze how things are done within the purchased company. Perhaps certain corrections need to be made, but the best practices could be deployed within your group.

You might also want to involve the people in charge of the transition as early as the due diligence step to enable them to get a better understanding of quick integration issues pertaining to the process.

5. Employee engagement

The success of your integration plan depends on your employees’ engagement. After all, they will be the ones to implement it!

Engage all of your employees by sharing your vision and the values you hold dear, in order to create one common business culture. Explain your objectives and how you intend to attain these goals.

Furthermore, provide your key employees, including those from the acquired business, with advancement opportunities. This is one of the best ways to motivate them.

The HUMAN aspect is a key factor behind every successful acquisition.

Are you thinking about acquiring a business? Don’t hesitate to contact our experts. They will be more than pleased to assist you in this major step of the growth of your business.

22 Feb 2018  |  Written by :

Mr. Deschênes is a partner at Raymond Chabot Grant Thornton. He is your expert in Transaction...

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