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Corporate Structure Decisions Before Bill C-30 Changes: Permanent Capital Gains Exemption & Employee Ownership Trusts

Under newly adopted Bill C-30, gains from selling a business to an employee trust or cooperative can escape capital gains taxes—this article shows when that makes sense and how to use it properly.

By NomadicTax Research Team · 5-8 min read

What Bill C-30 enacts for business owners

On June 19, 2026, Canada adopted Bill C-30, which implements several measures from the Spring Economic Update. Of particular interest to small and medium business owners are:

  • Permanent $10 million capital gains exemption for employee ownership transfers (e.g. sales to worker cooperatives or employee trusts), helping in transition and preserving local businesses.
  • Expansion of immediate expensing for greenhouses, enabling agricultural businesses to deduct capital costs quicker. (canada.ca)

These changes affect planning around succession, business sales, and investment in agriculture.

When to use these new exemptions and structures

SituationHow this helpsKey Limits or Considerations
Owner planning retirement, wishing to sell business to employee trust/co-opThe $10 million exemption allows you to transfer ownership without incurring capital gains up to the threshold, deferring tax and keeping control in local handsMust satisfy the definition of “eligible trust or cooperative,” and document that buyer is indeed employee-owned; legal form matters.
Investing in greenhouse infrastructureWith immediate expensing, capital costs are deductible fully in year incurred rather than capitalized over many years, improving cash flowWorks best if income in that year is sufficiently high; may affect prior-year filing strategies; review provincial matching rules.

How to structure the transition to reap benefits

  1. Assess whether trust/co-op qualifies under federal legislation — there are rules around share ownership, control, and operations.

  2. Value your business — get a proper valuation so that the portion under $10 million qualifies and is properly documented.

  3. Plan timing — the Bill C-30 is now in force, so sales after June 19, 2026 follow new rules.

  4. Get legal and tax advice — structures like employee ownership trusts have specific requirements to ensure you’re not accidentally violating corporate-governance or tax laws.

Practical example

  • Jane owns a manufacturing company valued at $9 million. She sells it to an employee trust set up under the new rules. The $9 million gain is exempt from capital gains tax, allowing her wish to retire while keeping business in worker hands.

  • A greenhouse operator spends $200,000 on new facilities. Under earlier rules, only part of that could be deducted; now, with immediate expensing, she deducts it all in year one, improving after-tax cash flow.

Oversight and compliance tips

  • Ensure all sales documents, contracts, and shareholder records clearly reflect employee-ownership structure.
  • Track the use of exemptions and deductions; CRA may scrutinize timing and eligibility.
  • Confirm whether provincial tax regimes impose additional taxes or limit such exemptions.

With Bill C-30, business owners have powerful tools—but best used with planning, proper legal form, and clear record keeping.

Sources

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