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Estate Freezes for Small Business Owners: Legal Structure and Mechanics
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In March 2024, the sole owner of a dental practice in Red Deer, Alberta initiated an estate freeze to transfer future business growth to 3 adult children. The practice, operating through a professional corporation, carried a fair market value of $2.8 million at the freeze date based on an independent valuation. Under the proposed reorganization, the owner would exchange existing common shares for a new class of fixed-value preferred shares pegged at $2.8 million, while new common shares would be issued to a discretionary family trust for nominal consideration.

The structure raised several legal questions requiring resolution: whether the share exchange would qualify as a tax-deferred rollover under the Income Tax Act, whether the trust deed adequately addressed the 21-year deemed disposition rule, and how the amended corporate articles and shareholder agreements would allocate control and future obligations among the family members.

Structuring a Family Trust for Three Adult Children as Beneficiaries

The sole owner of a dental practice in Red Deer, Alberta has just completed the major tax steps of her estate freeze in 2024, locking in the $2.8 million fair market value of her professional corporation through a share exchange. Now she faces a different kind of question, one that moves beyond tax mechanics into the realm of family planning and trust law. She has 3 adult children, and she wants them to benefit from the future growth of her practice without handing them shares directly right now. The tool that makes this possible is a family trust, a legal arrangement that holds the new growth shares on behalf of her children while giving her flexibility to decide, over time, how much each child ultimately receives. This lesson explains how that trust gets set up, who plays what role inside it, and why the structure matters for making the estate freeze actually work as intended.

A trust is not a company and not a contract, though it shares features with both. At its core, a trust is a relationship where one person holds property for the benefit of someone else. The person who creates the trust is called the settlor, the person who manages the trust property is called the trustee, and the people who are meant to benefit from the trust property are called the beneficiaries. In the Red Deer dental practice scenario, the 3 adult children will be the beneficiaries of the family trust, meaning they are the people for whose benefit the trust exists. The trust will subscribe for the new common shares of the professional corporation, the shares that carry all the future growth potential above the frozen $2.8 million value. By having the trust hold those shares instead of giving them directly to the children, the owner keeps control over how and when value flows to her family.

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