Do I need a new corporation to buy the assets of a business in Alberta?
This answer covers the law of Alberta.
Not necessarily, but the buyer you choose affects your taxes, financing and risk, so settle it before you sign. You could buy through a new corporation, an existing one or in your own name.
On tax, a joint going-concern election under the Excise Tax Act can mean no tax is payable on the sale of the business, but it is not available where the seller is a registrant and the buyer is not. Without an election, GST of 5% in Alberta can apply to the taxable parts of the sale. Even with a valid election, tax is still payable on a taxable service the seller will render and on a taxable lease or licence of property. A buyer who has not registered can therefore lose that option.
On financing, the Canada Small Business Financing Program does not finance assets acquired by a holding company. The program can finance the eligible assets of an existing business, up to the lower of the purchase price or the appraised value of those assets. How much liability protection a corporation gives you, and which registrations you need, depend on your facts, so confirm the plan with a lawyer and an accountant.
Key takeaways
- A going-concern election lets the buyer and seller avoid GST on a business sale, but it is not available where the seller is a registrant and the buyer is not.
- Without an election, GST of 5% in Alberta can apply to the taxable parts of an asset sale.
- The CSBFP does not finance assets acquired by a holding company, so the buyer you pick can affect your loan options.
- Corporate Registry searches can show a corporation's owners and directors, which helps you confirm who you are dealing with.