Understanding Corporate Rollovers in Ontario

In the complex world of corporate law, the term “corporate rollovers” might sound like a perplexing concept. However, it is a crucial legal mechanism that can significantly impact businesses in Ontario. In this article, we will delve into the intricacies of corporate rollovers, shedding light on what they are, why they matter, and how they can benefit your business. So, let’s embark on a journey to understand the world of corporate rollovers.

Table of Contents

  1. Introduction
  2. What Are Corporate Rollovers?
  3. Types of Corporate Rollovers
    • 3.1. Section 85 Rollovers
    • 3.2. Section 86 Rollovers
    • 3.3. Section 87 Rollovers
  4. When Are Corporate Rollovers Used?
    • 4.1. Business Restructuring
    • 4.2. Succession Planning
    • 4.3. Mergers and Acquisitions
  5. Tax Implications
    • 5.1. Tax Deferral
    • 5.2. Capital Gains Exemption
  6. Legal Compliance
  7. The Role of Due Diligence
  8. How to Execute a Corporate Rollover
  9. Benefits of Corporate Rollovers
    • 9.1. Asset Protection
    • 9.2. Continuity of Business
    • 9.3. Estate Planning
  10. Choosing the Right Legal Partner
  11. Common Challenges and Pitfalls
  12. Case Studies: Real-world Examples
  13. Recent Legal Developments
  14. Conclusion


Corporate rollovers, within the context of Ontario’s business landscape, refer to a legal mechanism that permits the transfer of assets or shares from one corporation to another without triggering immediate tax consequences. This strategy plays a pivotal role in business restructuring, succession planning, and mergers and acquisitions.

What Are Corporate Rollovers?

Corporate rollovers are essentially a means of deferring taxes that would otherwise be payable upon the sale or transfer of assets or shares between corporations. They allow businesses to maintain their financial flexibility during structural changes.

Types of Corporate Rollovers

3.1. Section 85 Rollovers

Section 85 rollovers pertain to the transfer of assets from one Canadian corporation to another. This allows for the deferral of capital gains tax until a future date.

3.2. Section 86 Rollovers

Section 86 rollovers apply when there’s a change in control of a corporation. The transfer of assets or shares in such cases can be done without triggering immediate tax liabilities.

3.3. Section 87 Rollovers

Section 87 rollovers deal with transfers involving Canadian corporations and foreign affiliates. They are crucial in international business transactions.

When Are Corporate Rollovers Used?

4.1. Business Restructuring

Corporate rollovers are commonly used during business restructuring to streamline operations, reduce costs, or adapt to changing market conditions.

4.2. Succession Planning

For family-owned businesses, corporate rollovers can facilitate the smooth transition of ownership from one generation to the next.

4.3. Mergers and Acquisitions

In mergers and acquisitions, corporate rollovers can be instrumental in structuring the deal to minimize tax burdens and facilitate a successful transition.

Tax Implications

Corporate rollovers offer several tax advantages, including tax deferral and the capital gains exemption. These can significantly impact a company’s financial health.

5.1. Tax Deferral

One of the primary benefits of corporate rollovers is the ability to defer taxes until a later date, preserving cash flow for business operations.

5.2. Capital Gains Exemption

Certain rollovers may qualify for the capital gains exemption, providing significant tax savings.

Legal Compliance

Executing a corporate rollover requires careful attention to legal compliance, ensuring that all regulatory requirements are met.

The Role of Due Diligence

Due diligence is critical in corporate rollovers to evaluate the financial health of the parties involved and identify potential risks.

How to Execute a Corporate Rollover

A step-by-step guide to successfully execute a corporate rollover, ensuring a smooth transition.

Benefits of Corporate Rollovers

9.1. Asset Protection

Corporate rollovers can protect valuable assets during business changes, safeguarding the company’s financial stability.

9.2. Continuity of Business

They ensure the continuity of business operations during transitions, preventing disruptions.

9.3. Estate Planning

For business owners, corporate rollovers can be a vital component of estate planning, allowing for the orderly transfer of assets.

Choosing the Right Legal Partner

Selecting the right legal partner is crucial for the success of a corporate rollover. Considerations and factors to keep in mind.

Common Challenges and Pitfalls

Understanding the challenges and pitfalls associated with corporate rollovers can help you navigate them effectively.

Case Studies: Real-world Examples

Exploring real-world case studies to gain insights into the practical application of corporate rollovers.

Recent Legal Developments

Stay updated on the latest legal developments that may impact corporate rollovers in Ontario.


In conclusion, corporate rollovers are a powerful tool in the world of business and finance. They offer tax advantages, protect assets, and facilitate various business transitions. Understanding their nuances and seeking expert legal guidance is essential for leveraging their benefits effectively.

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