The sole owner of a dental practice in Red Deer, Alberta sits across from her accountant in the spring of 2024, reviewing documents that will fundamentally alter how she holds her business. The practice, operated through a professional corporation, has grown to a fair market value of $2.8 million over 2 decades of patient care and careful reinvestment. She wants to lock in that value for herself while allowing her 3 adult children to benefit from any future growth. The accountant explains that this requires something called a section 85 rollover, a mechanism in the Income Tax Act that lets her exchange her current shares for new ones without triggering an immediate tax bill. The owner understands the goal but finds the mechanics confusing. She asks the accountant to walk her through exactly what happens, step by step, when this rollover is executed. This lesson does the same, explaining how a section 85 rollover works as the engine that makes an estate freeze function.
The Income Tax Act is the federal statute that governs how Canadians are taxed on income, capital gains, and property transfers. When someone sells property that has increased in value, they normally must pay tax on the gain in the year of sale. This creates a problem for business owners who want to reorganize their holdings without actually receiving cash. If the dental practice owner simply exchanged her shares for different shares in a straightforward swap, the tax rules would treat her as having sold her original shares at fair market value. She would owe tax on the difference between what she originally paid for her shares and their current $2.8 million value, even though she received no money to pay that tax bill. Section 85 of the Income Tax Act provides a solution. It allows certain transfers of property to a Canadian corporation on a tax-deferred basis, meaning the person transferring the property can choose an amount, called the elected amount, that determines how much gain is recognized at the time of transfer. When used properly, section 85 lets the owner defer the tax bill until she actually disposes of the new shares she receives in exchange.