6 Asset Sale Versus Share Sale Analysis tax and accounting engagements in full — what the client came to us with, what we did, and what it was worth. Each one is specific to asset sale versus share sale analysis work, not a general example.
Case Study 1 · Sale and succession
Share Sale Restructured, $465,000 Less Tax On Closing — Professional Corporation, Surrey
Client: A professional corporation · Where: Surrey, British Columbia · Engagement: 6 weeks, fixed fee
Tax saved on closing$465,000
PriceAs agreed
Post-closing adjustmentsNone
The situation
A professional corporation in Surrey, British Columbia was preparing to sell. Due diligence surfaced no valuation on file to support the price the parties had agreed, which would have reduced the price or killed the deal outright.
What we did
We cleaned up the historical file, rebuilt the instalment schedule off the current year rather than the prior year, ending the interest accrual, and prepared the due-diligence package the buyer's advisers actually asked for.
The result
The deal closed at the agreed price. $465,000 of tax was saved against the structure originally proposed, with no post-closing adjustment.
Case Study 2 · CRA review defended
Audit Defence Closed In 6 Weeks, $131,000 Cleared — Holding Company and Its, Ottawa
Client: A holding company and its operating subsidiary · Where: Ottawa, Ontario · Engagement: 6 weeks, fixed fee
Proposed tax cleared$131,000
Review duration6 weeks
OutcomeNo change
The situation
A holding company and its operating subsidiary in Ottawa, Ontario was selected for review after passive investment income that had crossed the $50,000 grind threshold unnoticed showed up in the CRA's automated matching. The proposed adjustment on asset sale versus share sale analysis came to $131,000.
What we did
We moved passive holdings into a separate structure so the operating company’s small business limit stopped grinding down. Every figure in the response traced to a source record the auditor could verify without asking a second question.
The result
The review closed with no change. $131,000 of proposed tax came off the table, and the documentation now in place makes the next review a short one.
Case Study 3 · Planning that cut the bill
$52,000 Cut From The Annual Tax Bill — CCPC with Two Shareholders, Vancouver
Client: A CCPC with two shareholders · Where: Vancouver, British Columbia · Engagement: 8 weeks, fixed fee
First-year saving$52,000
RepeatsAnnually
Filing positionUnchanged in risk
The situation
A CCPC with two shareholders in Vancouver, British Columbia was compliant but paying more than it needed to. The prior year had been filed correctly and still left retained earnings building in the operating company with no plan for extracting them on the table.
What we did
We modelled the current position against the alternatives before changing anything, then mapped the association rules across the group, allocated the business limit deliberately on Schedule 23, and corrected the prior year by adjustment request.
The result
The change saved $52,000 in the first year and repeats annually. Nothing about the filings became more aggressive; the position is simply the one the rules already allowed.
Case Study 4 · Records and systems rebuilt
19 Months Reconciled And $17,000 Of Input Tax Recovered — Import and Distribution Corporation, Lethbridge
Client: An import and distribution corporation · Where: Lethbridge, Alberta · Engagement: 5 weeks, fixed fee
Months reconciled19
Input tax recovered$17,000
Close time10 days
The situation
An import and distribution corporation in Lethbridge, Alberta was carrying a balance-due date the owner believed was the same as the filing date. Nothing reconciled, and every filing started with 19 months of cleanup.
What we did
We rebuilt from source rather than correcting on top of the existing file. We modelled salary against dividends across both the corporation and the shareholder’s personal return, then set the remuneration mix for the year, then set the routine that keeps it clean.
The result
19 months reconciled to the bank. The close now takes 10 days, and $17,000 of previously unclaimable input tax was recovered in the process.
Case Study 5 · Objection and relief
Notice Of Objection Allowed In Full, $127,000 Reversed — Incorporated Trades Business, Barrie
Client: An incorporated trades business · Where: Barrie, Ontario · Engagement: 10 weeks, fixed fee
Amount reversed$127,000
ObjectionAllowed in full
Account balanceNil
The situation
An incorporated trades business in Barrie, Ontario had been reassessed for $127,000 and had 24 days left on the objection deadline. The reassessment rested on a small business limit quietly shared across three associated corporations nobody had mapped.
What we did
We filed the objection inside the deadline with a complete submission rather than a placeholder, and rebuilt the instalment schedule off the current year rather than the prior year, ending the interest accrual.
The result
The appeals officer allowed the objection in full. $127,000 was reversed and the account returned to a nil balance.
Case Study 6 · Backlog brought current
$97,000 Of Arbitrary Assessments Vacated After 5 Years — Technology CCPC Approaching Its, Victoria
Client: A technology CCPC approaching its first profitable year · Where: Victoria, British Columbia · Engagement: 9 weeks, fixed fee
Arbitrary tax vacated$97,000
Years brought current5
Account statusCurrent
The situation
5 years of unfiled returns had turned into notional assessments at a technology CCPC approaching its first profitable year in Victoria, British Columbia, with two corporations under common control filing as if each had its own $500,000 limit underneath. Collections had already started.
What we did
We moved passive holdings into a separate structure so the operating company’s small business limit stopped grinding down, then filed every outstanding year in chronological order so the CRA could vacate the notional assessments cleanly.
The result
All 5 years were accepted as filed. $97,000 of arbitrarily assessed tax was vacated, collections action stopped, and the account is current for the first time in 5 years.
Reviewed for the 2025 tax year by Udit Gupta, Certified Tax Accountant. Figures describe representative engagements of this type; outcomes depend on your own facts. Client names and identifying details are omitted for confidentiality.
