Depending upon whether or not you have incorporated, the tax consequences are different. If you are unincorporated, the purchase price is allocated amongst the various assets of the business including goodwill. The resulting difference between the allocated value and the tax cost may result in recaptured capital cost allowance taxed at your marginal tax rate or capital gains taxed at one half of your marginal tax rate. If you are incorporated, it depends upon whether you are selling the shares in the corporation or the corporation is selling its assets and liabilities. In the case of selling the shares, any proceeds greater than the shares adjusted cost base will result in a capital gain. In the case of a qualified small business corporation, a gain of up to $835,716 may be tax free if certain conditions have been met or otherwise taxed at one half of your marginal tax rate. If the corporation sells the assets of the corporation, similar to the treatment for unincorporated businesses, the sale price must be allocated amongst the various assets. Any tax would be paid at the corporate level first. Extracting those proceeds from the corporation would result in further tax at the personal level.
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