In Canadian M&A, “asset sale vs share sale” isn’t just legal structure - it changes who takes on risk, how tax is paid, and what the business is actually worth after tax.

Buyers often prefer asset deals to avoid inheriting historical liabilities and to “step up” the tax cost of assets.

Sellers often prefer share deals because shares can qualify for the Lifetime Capital Gains Exemption (LCGE) if the company meets the Qualified Small Business Corporation Share (QSBCS) tests.

This guide explains what asset and share deals mean for both sides, the tax issues that move price, where GST/HST can surprise you, and how to negotiate the structure without killing the deal.

In this in-depth blog post we cover:

• Asset sale vs share sale: the basics

• What buyers usually prefer (and why)

• What sellers usually prefer (and why)

• The LCGE and QSBCS: when a share sale can be worth more

• Purchase price allocation: why it changes tax for both sides

• GST/HST in an asset sale (and the Section 167 election)

• Practical negotiation levers (price, holdbacks, indemnities)

• …and more!

Let’s dive in!

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A spousal RRSP is one of the cleanest “legal income-splitting” tools available to Canadian couples. It lets the higher-income spouse claim the RRSP deduction while building retirement income in the lower-income spouse’s hands. Done right, it can reduce lifetime tax, smooth retirement income between spouses, and help manage income-tested benefits.

In this in-depth blog post we cover:

• What a spousal RRSP is (and who does what)

• Why couples use spousal RRSPs (income splitting, lifetime tax)

• Contribution limits, deadlines, and over-contribution penalties

• The three-year attribution rule (the #1 tax trap)

• Withdrawals, withholding tax, and reporting (Form T2205)

• Planning for incorporated business owners (salary vs dividends)

• Age 71 planning: contributing when one spouse is older

• Using a spousal RRSP with the Home Buyers’ Plan (HBP)

• …and more!

Let’s dive in!

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Many CCPC owners hear that “if the corporation owns the policy, the death benefit can come out tax-free through the CDA.” That’s often true … but there’s a lot more to it than meets the eye.

This post explains how corporate-owned life insurance works, what’s usually deductible, what happens on death, and what triggers tax when you access cash value during your lifetime.

In this in-depth blog post we cover:

• What “corporate-owned life insurance” means (owner, insured, beneficiary)

• Term vs permanent (cash value) policies: what’s different

• Are premiums deductible for a corporation?

• What happens on death: proceeds, policy ACB, and CDA credit

• What happens during your lifetime: withdrawals, surrenders, policy loans, collateral borrowing

• Common traps (shareholder benefits, beneficiary mistakes, CDA election errors)

• Practical checklist for CCPC owners

• …and more!

Let’s dive in!

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Succession planning isn’t just about retirement … it’s about protecting your company’s value, your family, and your team if you choose to sell, transfer, or step away unexpectedly.

For Canadian business owners in the $1 - $10M range, the biggest risks are usually avoidable: unclear objectives, messy corporate “housekeeping,” tax surprises (like missing QSBC/LCGE eligibility), and no plan for death or disability.

In this in-depth blog post we cover:

• What succession planning actually includes (and what it doesn’t)

• The 4 most common exit paths for CCPC owners

• Tax basics that often drive the outcome (QSBC/LCGE, share vs asset sale, intergenerational transfers, employee ownership trusts)

• Documents and data buyers will ask for during due diligence

• Common mistakes and how to avoid them

• …and more!

Let’s dive in!

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If your incorporated business does R&D in Canada, SR&ED can be one of the biggest sources of non-dilutive funding … when you claim it the way the CRA expects.

The challenge is that “SR&ED” is not the same as “product development”, “routine debugging”, “standard upgrades”, or “implementing known solutions.”

Many claims get reduced because the project objective, documentation, or cost calculation doesn’t line up with CRA rules.

In this in-depth blog post we cover:

• What “eligible SR&ED work” actually means (and what doesn’t count)

• Which costs you can claim and how the proxy method works

• Provincial SR&ED Tax Credits (Ontario example - OITC and ORDTC)

• A SR&ED Calculator You Can Use To Estimate Your Credit

• Deadlines and CRA review expectations

• The 2025/2026 rule updates

• …and more!

Let’s dive in!

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Think Team🙏

📘 Short Story #1: Running Blind on the Treadmill

There was a man in the book ‘What Got You Here Won’t Get You There’ who said something many entrepreneurs say.

“I have to work very hard to make money.”

The author asked a simple question. “Why?”

The man got quiet.

Then the author pushed again. “Why do you need so much money?”

Answer: Three divorces.

Lawyers. Settlements. Three support payments every month.

Then came the real question. “Why did you get divorced?”

Silence…and then...

“I worked too much.”

So the loop was this.

Work too much. Lose the marriage. Pay for the divorce. Now need more money. So work even more.

Hard work is not the problem. Lack of awareness around the work is.

Forcing you to keep running on the mindless treadmill…going fast nowhere…

The task at hand is to notice the loop Before it costs you again.

Let’s move to the second parable before we wrap it up.

📘 Short Story #2: The Mexican Fisherman and the Harvard MBA

An American MBA visits a small Mexican fishing village.

He meets a fisherman and makes small talk about his daily routine…

The fisherman’s said:

I fish a little in the morning.
Go home.
Nap with my wife.
Play with my kids.
Drink wine.
Play guitar with friends.

The MBA is shocked.

He says:

“I am a Harvard MBA and I can really help you.”

“You need to fish more.
Hire workers.
Raise debt and buy more boats.
Build a fleet.
Create a company.
Export globally.
Move to New York.
Do an IPO.
You’ll then be making millions.”

The fisherman asks:
“And then what?”

The MBA says:
“Then you can retire.
Live in a small village.
Fish a little.
Nap with your wife.
Play with your (grand)kids.
Drink wine.
Play guitar.”

The fisherman smiled. 🙂

The MBA optimized for growth and status.
The fisherman optimized for life.

🎯Lesson

I hope the lesson you drew from the stories above was NOT that pursuit of wealth is evil, that you should immediately discard your business goals, and retire to a monastery.

If one is alive, you are bound to act.

The lesson here is to bring Intention before Action.

As a business owner, be intentional about Why you are in business.

What you are seeking to get out of business ownership.

Money? Freedom? Fulfillment?

…and then build the business around it.

The How will follow.

Many of us have limiting beliefs…such as,

It can be either Fitness OR Business…(‘I can’t focus on fitness right now because I’m building my startup for an exit.’)…

It can be either Business OR Family…(‘I’ll spend time with family on weekends…let me grind it out on weekdays.’)

…and yet there are countless who are running successful businesses while being deeply committed to their health, family, contribution to society, and whatever else is important to them.

Leaving you with a question to ponder on…

Imagine you have made all the money in the world, what would you do next?

Travel? Write? Volunteer? Prioritize your health? Play sports more often?

Why can’t you do that today?

What is stopping you?

(hint: may be the person in the mirror)

Power to you,

Think Team 🙏

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If you’re a Canadian small business owner, hiring a “contractor” can feel like the easy button: pay an invoice, skip payroll, and move on.

But CRA doesn’t decide worker status based on what you call it. CRA looks at the real working relationship - what happens day to day - and then decides whether it’s employment (an employee) or a business relationship (a contractor/self-employed).

In this in-depth blog post we cover:

• The CRA “two-step” approach (and why your contract isn’t enough)

• The key factors CRA weighs for most of Canada

• Common red flags that trigger reclassification risk

• What’s at stake (CPP/EI, payroll deductions, penalties)

• The “incorporated contractor” twist: Personal Services Business (PSB)

• A practical checklist for business owners

• …and more!

Let’s dive in!

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A SAFE (Simple Agreement for Future Equity) is a popular way for Canadian startups to raise pre-seed money without setting a valuation today. Instead, investors get the right to receive shares later - usually when you close a priced equity round - based on a formula (often a valuation cap and/or discount).

In this in-depth blog post we cover:

• What a SAFE is (and what it is not)

• How SAFE conversion works (triggers + formulas)

• Pre-money vs post-money caps (why it changes dilution)

• SAFE vs convertible note vs priced equity

• Common founder mistakes and how to avoid them

• A simple conversion example with numbers

• …and more!

Let’s dive in!

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If you’re paying yourself dividends from your corporation, should it be classified as eligible dividends or non-eligible (aka ineligible) dividends?

These two dividends can be for the same cash amount but create very different tax results.

In this in-depth blog post we cover:

• Difference between Eligible vs Non-Eligible Dividends

• What determines a dividend to be “Eligible”

• How to pay the right type of dividend, step-by-step

• Common mistakes we see (and what they cost)

• Planning notes for owner-managers

• …and more!

Let’s dive in!

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Your kid turning 18 is not just a birthday. It is a pretty big financial switch as well.

CRA treats them like an adult. Banks treat them like an adult. Money tools open up fast. Some are great. Some can bite if you guess. TFSA and FHSA are the big ones. So is filing that first tax return, even if income is low. This is also the age where scams start showing up, because the kid is new to CRA accounts and payments.

This week’s post is a simple financial playbook for Canadian parents.

Let’s dive in!

Click above to read the full blog post

In this in-depth blog post we cover:

• What to do in the first 90 days after they turn 18

• TFSA room and overcontribution traps

• FHSA rules and limits

• What parents can gift without triggering the income attribution issues

• The business owner angle

• …and more!

So let’s dive in and click on the link above to read the full blog post on our website.

Thank You For Reading. See You Next Time!

Think Team🙏

🙌 Cheers to a Fantastic 2026 Ahead! 🙌 

🎅 Wishing you Happy Holidays, Merry Christmas and a Happy New Year. May your holidays be relaxing and filled with joy. 🎁

Our Think Team will be taking some well deserved time off to rest and recharge as well and any unaddressed matters over the coming week will be attended to in the new year.

10 Hard Questions To Ask About Your Business

Running a business isn’t just about numbers—it’s about decisions, risks, and sacrifices. As business owners, we often find ourselves grappling with tough questions we’re not sure how to answer, let alone ask.

In this post, we’ll tackle 10 difficult yet essential questions that every entrepreneur should ask themselves about their business.

1. Where did all my cash go, and is my business actually profitable?

Why It’s Important: A profitable business doesn’t always mean healthy cash flow. If cash is constantly tight, it’s time to dig deeper.

Starting Point: Review your financial statements regularly and identify areas of leakage—overspending, uncollected receivables, or low-margin products.

2. What is my business worth?

Why It’s Important: Your business’s value isn’t just about today; it’s about planning for the future—whether for selling, raising capital, or strategic growth.

Starting Point: Begin with a valuation that factors in revenue, profitability, and industry benchmarks.

3. Is owning a business even worth it? (Considering financial risk, long hours, and time away from family.)

Why It’s Important: It’s easy to get lost in the grind. Reassessing your “why” ensures that your business aligns with your personal and financial goals.

Starting Point: Reflect on the trade-offs you’re making and whether they bring you closer to the life you want.

4. Is my business protected against the next COVID-like event or an economic downturn? 

Why It’s Important: Resilience is key. Building a plan for disruptions ensures your business can survive and thrive during uncertain times.

Starting Point: Evaluate your current savings, insurance, and risk mitigation strategies.

5. Can my business run without me, and what happens to it if something happens to me? 

Why It’s Important: A business that depends on you for everything can become a liability, both personally and financially.

Starting Point: Start delegating and document key processes. Consider succession planning.

6. Am I paying myself the right amount? (Too much? Too little? Not at all?)

Why It’s Important: Paying yourself fairly is essential for both personal and business financial health.

Starting Point: Determine a balance between reinvesting in the business and meeting your personal needs.

7. What’s my exit strategy? (Retirement? Selling the business?)

Why It’s Important: Every business owner needs an endgame—whether it’s scaling down, selling, or passing it on.

Starting Point: Define what “success” looks like for your exit and create a step-by-step plan to achieve it.

8. Should I reinvest in the business or take profits out, and how do I handle debt?

Why It’s Important: Striking the right balance between reinvestment, profit-taking, and debt management is critical for long-term stability.

Starting Point: Assess the ROI on reinvestments and weigh it against your current debt obligations.

9. Can I afford to hire more staff, or is that too risky?

Why It’s Important: Hiring can fuel growth, but it’s a big commitment. Knowing when the time is right helps you scale sustainably.

Starting Point: Review your revenue projections and cost structure to see if your business can absorb the added expense.

10. Why did I start the business in the first place?

Why It’s Important: Over time, it’s easy to lose sight of the original dream that inspired you to start your business. Reconnecting with your “why” can reignite your passion, guide your decisions, and ensure your business aligns with your core values and goals.

Starting Point: Reflect on what motivated you when you first began. Was it freedom, creativity, financial independence, or making a difference? Compare your current reality to those original aspirations and identify where you may have drifted.

How We Can Help With Our Fractional CFO Services:

At Think Accounting, we specialize in helping business owners navigate tough questions with clarity and confidence. Whether it’s understanding your cash flow, valuing your business, planning for growth, or preparing for the unexpected, we’re here to provide actionable insights and tailored strategies.

Through our Fractional CFO services, we act as your trusted partner—guiding you through financial decision-making, improving profitability, and aligning your business with your goals. From contingency planning to cash flow optimization, we help you tackle the big questions so you can focus on what truly matters.

Let’s Talk: If you’re ready to explore how Fractional CFO services can transform your business, get in touch today. Together, we’ll help you build a roadmap for success.

Thank You For Reading. See You Next Time!

Think Team🙏

Securing top talent with our guide is a click away

Deel’s simplified a whole planet’s worth of information. It’s time you got your hands on our international compliance handbook where you’ll learn about:

• Attracting global talent

• Labor laws to consider when hiring

• Processing international payroll on time

• Staying compliant with employment & tax laws abroad

With 150+ countries right at your fingertips, growing your team with Deel is easier than ever.

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This isn’t traditional business news

Welcome to Morning Brew—the free newsletter designed to keep you in the know on the business news impacting your career, company, and life—in a way you didn’t know you needed.

Note: this isn’t traditional business news. Morning Brew’s approach cuts through the noise and bore of classic business media, opting for short writeups, witty jokes, and above all—presenting the facts.

Save time, actually enjoy business news, and join over 4 million professionals reading daily.

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Understanding the differences between the First Home Savings Account (FHSA) and the RRSP Home Buyers' Plan (HBP), and utilizing one or both can help prospective homebuyers save plenty of money.

In a previous post, we compared RRSP vs TFSA. In this post, we will compare FHSA vs RRSP Home Buyers' Plan (HBP) for the purposes of saving for your home.

Let’s dive in!

Click above to read the full blog post

In this in-depth blog post we cover:

• Comparing the Key Features between the two

• Sample scenarios comparing the two

• Optimal strategy based on your purchase timeline

• …and more!

So let’s dive in and click on the link above to read the full blog post on our website.

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Morning Brew is transforming the way working professionals consume business news.

They skip the jargon and lengthy stories, and instead serve up the news impacting your life and career with a hint of wit and humor. This way, you’ll actually enjoy reading the news—and the information sticks.

Best part? Morning Brew’s newsletter is completely free. Sign up in just 10 seconds and if you realize that you prefer long, dense, and boring business news—you can always go back to it.

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RRSP vs TFSA is a topic of endless debate ever since the TFSA was introduced in Canada. Here is a tabular comparison from a layman's perspective.

Let’s dive into the full post!

Click above to read the full blog post

In this in-depth blog post we cover:

• Comparing the Key Features between the two

• Optimal Usage Strategies

• Withdrawal Strategies and Considerations

• Example: After-Tax Comparison of RRSP vs TFSA

• …and more!

So let’s dive in and click on the link above to read the full blog post on our website.

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Their expert research team spends all day learning what’s new in AI and talking with industry experts, then distills the most important developments into one free email every morning.

Plus, complete the quiz after signing up and they’ll recommend the best AI tools, guides, and courses – tailored to your needs.

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10 Books To Build Your Financial Foundation in 2025

In 2025, staying ahead financially means more than just crunching numbers—it’s about adopting the right mindset and strategies. Whether you're looking to master personal finance, build wealth, or plan for retirement, the right books can be your game-changers.

We’ve curated a list of 10 essential reads to help you become money-smart and set yourself up for financial success in the year ahead!

Personal Finance:

1. The Psychology of Money by Morgan Housel

   Explores the emotional and psychological factors behind financial decisions and wealth-building.

   • Canadian alternative - The Wealthy Barber Returns by David Chilton

     A humorous and practical guide to personal finance tailored for Canadian readers.

2. Your Money or Your Life by Vicki Robin

   A transformative approach to managing money and aligning it with your values.

3. The Simple Path to Wealth by JL Collins

   A straightforward guide to achieving financial independence through index fund investing.

Strategy:

4. Simple Numbers, Straight Talk, Big Profits! by Greg Crabtree

   Provides practical insights for business owners to simplify financial management and boost profitability.

5. The One-Page Financial Plan by Carl Richards

   Breaks down financial planning into simple, actionable steps for any stage of life.

6. The Personal MBA by Josh Kaufman

   Offers essential business knowledge for entrepreneurs without the need for formal MBA programs.

7. Rich Dad, Poor Dad by Robert Kiyosaki

   Highlights key lessons about money, assets, and building long-term wealth.

Investing:

8. The Little Book of Common Sense Investing by John C. Bogle

   Advocates for low-cost index funds as the smartest investment strategy.

9. The Little Book That Still Beats The Market by Joel Greenblatt

   Explains a simple, formula-based approach to outperforming the stock market.

Retirement Planning:

10. The Procrastinator's Guide to Retirement by David Trahair CPA, CA

    A no-nonsense guide for Canadians to prepare for retirement, even if starting late.

BONUS READS:

• The Blockchain Revolution by Alex Tapscott

  Explores the transformative potential of blockchain technology for businesses and society.

• The Millionaire Fastlane by MJ DeMarco

  Challenges traditional wealth-building paths with actionable advice for achieving financial freedom quickly.

• Die With Zero by Bill Perkins

  Encourages living life fully by balancing financial planning with meaningful experiences.

Whatever you read, do share with us any lessons during one of our calls 😀

Thank You For Reading. See You Next Time!

Think Team🙏

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Running a business is not easy. Sometimes, you might need to use a personal loan to pay for business needs. The big question is: can you deduct the interest on that personal loan? 

Let’s break this down in a simple way for Canadian business owners. Interest deductibility on a personal loan used for business can make a big difference in saving money on taxes.

In this post, we will explain everything about deducting interest on personal loans used for business. We will show you the rules, the common mistakes, and how you can trace funds correctly.

Let’s dive into the full post!

Click above to read the full blog post

In this in-depth blog post we cover:

• What is Interest Deductibility?

• General CRA Rules for Interest Deductibility

• Can You Deduct Interest on a Personal Loan Used for Business?

• Challenges with Mixed-Use Loans

• How to Trace and Prove Business Use of Loan Funds

• …and more!

So let’s dive in and click on the link above to read the full blog post on our website.

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Deel’s simplified a whole planet’s worth of information. It’s time you got your hands on our international compliance handbook where you’ll learn about:

• Attracting global talent

• Labor laws to consider when hiring

• Processing international payroll on time

• Staying compliant with employment & tax laws abroad

With 150+ countries right at your fingertips, growing your team with Deel is easier than ever.

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As the holiday season approaches, Canadian consumers have two reasons to celebrate: the GST Holiday and the $250 Working Canadians Rebate. From December 14, 2024 until February 15, 2025, the federal government is introducing a temporary GST/HST exemption on various essential items, allowing Canadians to enjoy tax-free shopping on groceries, children’s clothing, and more.

In addition to this tax break, eligible working Canadians can look forward to receiving a $250 cheque in early spring 2025.

As a business owner, the onus is on you to update your systems and processes to administer the GST Holiday on select items during the period.

However, there is a rebate process for consumers to recover the GST paid during the holiday period if they are still charged.

Let’s dive into the full post!

Click above to read the full blog post

In this in-depth blog post we cover:

• What is the GST Holiday?

• What Items Are Included in the GST Holiday Rebate

• How Businesses Will Implement the GST Holiday

• GST189 Rebate Form: What to Do If You’re Incorrectly Charged GST

• $250 Rebate for Working Canadians

• …and more!

So let’s dive in and click on the link above to read the full blog post on our website.

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Securing top talent with our guide is a click away

Deel’s simplified a whole planet’s worth of information. It’s time you got your hands on our international compliance handbook where you’ll learn about:

• Attracting global talent

• Labor laws to consider when hiring

• Processing international payroll on time

• Staying compliant with employment & tax laws abroad

With 150+ countries right at your fingertips, growing your team with Deel is easier than ever.

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