01
What is the difference between a share sale and an asset sale?
Short answer
In a share sale the buyer buys your shares and the whole company. In an asset sale they buy chosen assets and leave the company with you. The tax result for you can be very different.
What to know
- Owners often prefer share sales for tax reasons.
- Buyers often prefer asset sales to avoid past liabilities.
- Structure should be decided with your tax advisor early.
What to do next
- 1Ask your accountant to model both.
- 2Check eligibility for the capital gains exemption.
- 3Plan structure before you get an offer.
02
What is the lifetime capital gains exemption?
Short answer
It is a Canadian tax rule that can shelter part of the gain when you sell shares of a qualifying small business. Your company must meet the tests at the time of sale, and planning takes years.
What to know
- It generally applies to share sales, not asset sales.
- Excess cash or passive assets can disqualify the company.
- Family members may each be able to claim it with the right structure.
What to do next
- 1Ask your tax advisor if your company qualifies today.
- 2Review your holding structure.
- 3Start planning at least two years ahead.
03
How much will I take home after I sell?
Short answer
Less than the headline price. Start with the price, subtract debt, adjust for working capital, then take off fees and tax. Structure decides much of the difference.
What to know
- Enterprise value is not what you receive.
- Earnouts and rollover are paid later, if at all.
- Tax planning can change your net result meaningfully.
What to do next
- 1Ask for a sources and uses view of any offer.
- 2Model after-tax proceeds with your advisor.
- 3Build a plan for life after the sale.
Last reviewed September 2026 by the Horizon team. General information, not legal, tax or financial advice.
