Buying and selling businesses are complicated activities that are difficult to navigate without a lawyer. In fact, it’s virtually a requirement to have a qualified commercial lawyer help you along the way.
When you buy a business you can either buy the assets of the business or shares in the company which owns the business assets. Both types of purchases and sales incur different levels of risk for the purchaser, and have different tax implications for the seller. When you buy the assets, you pay Provincial sales tax on the assets, but may also depreciate those assets over time, with different types of assets attracting differing depreciation rates. Depending on when those assets are sold and their current value, the seller may pay taxes on recaptured depreciation.
A purchase of a business by way of a share transfer may avoid sales tax, and may entitle the seller to claim a lifetime capital gains exemption, but could also inadvertently expose a purchaser to past liabilities of the company.
There are three main business structures in BC: sole proprietorship, partnership, and incorporation. We can help you choose, and set up, the right one for your unique situation.
There’s no way around it – business compliance is a requirement by law. DLG has an active corporate records department to make this necessary evil a little less so.
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