Section 85 tax-deferred rollover into a corporation
Moving assets into a corporation on a tax-deferred basis with a section 85 election.
What is included
- Reviews your goals, your structure and the figures from your accountant
- Explains the tax rules and the anti-avoidance risks that may apply
- Drafts the legal documents to carry out the plan, such as share exchanges, rollovers or trusts
- Prepares elections, clearance or ruling requests with your accountant
- Gives a written opinion where one is needed
What is not included
- Any tax, penalties or other amounts the tax authority says you owe
- Bookkeeping, accounting and tax return preparation, unless arranged separately
- Court fees, reports from accountants or valuators, and other disbursements
- Work by NEO Legal Services: NEO is a paralegal firm and only makes the referral
Who this service is for
- Business owners planning a sale, freeze or reorganization
- Families setting up trusts or succession plans
- People moving to or from Canada or with U.S. connections
Information to have ready
- 1Corporate records and financial statements
- 2Recent tax returns for you and your companies
- 3Details of the planned transaction or change
- 4Your accountant's contact details and analysis so far
How a referral works
- 1Tell us in a few words what the matter is about, and who else is involved, so we can check for a conflict of interest.
- 2We recommend an Ontario lawyer for your matter, and at least one other you could choose instead.
- 3The lawyer runs their own conflict check, confirms the scope and quotes the fee, normally in a written retainer agreement.
- 4You pay the lawyer's fee to the lawyer. Any referral fee comes out of it, is disclosed to you in writing, and never increases what you pay.
NEO Legal Services Professional Corporation is a licensed paralegal firm, not a law firm. Every step of a referral, and your rights
Frequently asked questions
What does the lawyer charge?
A typical Ontario fee for this service is $2,500–$8,000, plus HST. The lawyer quotes the actual fee before any work starts. You pay the lawyer directly; the referral itself costs you nothing.
Should I speak to the CRA auditor before I get advice?
You can, but it is often wise to get advice first, especially if the audit may involve unreported income or penalties. Communications with a lawyer for legal advice are generally protected by solicitor-client privilege.
What if I missed the deadline to object?
You may be able to ask for an extension of time, usually within one year after the original deadline. The lawyer can tell you whether this is still possible.
Will the CRA stop collecting while I object?
For most income tax assessments, the CRA generally holds off on collection while an objection or appeal is under way, but other amounts, such as GST/HST and payroll source deductions, may still be collected. The lawyer explains what applies to you.
General information only, not legal advice. NEO Legal Services Professional Corporation is a licensed paralegal firm regulated by the Law Society of Ontario.
Important limitations
- No outcome with the CRA or the courts can be guaranteed
- Collection may continue on some amounts while a dispute is ongoing
- Tax advice depends on accurate and complete figures from you and your accountant
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