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Buying & Selling a Business

Can I still qualify for the capital gains exemption if my corporation has a lot of cash sitting in the bank?

TSL Written by the Treadstone Law team· Updated August 2026

The size of your corporation's retained earnings, as an accounting figure, isn't itself what the exemption test looks at — what matters is what those retained profits are actually invested in today. If your corporation reinvested its earnings back into the active business — equipment, inventory, accounts receivable, working capital genuinely used to run operations — that generally supports qualification rather than undermining it. It's specifically when retained earnings end up sitting as cash, near-cash, or a passive investment portfolio, rather than being deployed in the business, that the corporation's asset mix starts to count against the active-use test the exemption depends on.

This distinction trips people up because "we've built up a lot of retained earnings" and "we're sitting on a lot of cash" often get treated as the same thing, when for this purpose they aren't: a highly profitable business that keeps reinvesting can have large retained earnings and still qualify comfortably, while a much smaller business that's simply accumulated idle cash can have a real qualification problem.

Having an accountant map out exactly what your retained earnings are currently invested in, well before a sale, tells you whether purification is actually needed or whether your existing reinvestment pattern already keeps you well within the qualifying range.

Key takeaways

  • Retained earnings as an accounting figure isn't itself what disqualifies shares from the exemption.
  • What matters is whether that money is invested in active business assets or sitting passively.
  • A profitable, reinvesting business can have large retained earnings and still qualify comfortably.
  • Have an accountant map your actual asset mix before assuming either way.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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