Share vs Asset Sale Calculator
Compare selling a business by its shares or by its assets, after tax, from the vendor’s side, and see the advantage and the price a buyer would need to match it, then turn it into a client-ready letter, not just a number on screen.
The calculation is only half the work. CodaraFlow finishes the explanation, the tables, and the client-ready letter.
The After-Tax Result of Each Structure
This is one of the built-in calculations in CodaraFlow. Enter the share price, the corporation’s assets and its pools, and it compares the vendor’s after-tax cash on a share sale against an asset sale and wind-up.
- Share Sale vs Asset SaleThe vendor’s after-tax cash under each structure, side by side.
- The Share Sale AdvantageThe difference between the two, and the additional purchase price an asset sale would need to produce the same after-tax result as a share sale.
- The Lifetime Capital Gains ExemptionApplied to the share sale where the shares qualify.
- AMT Where It ArisesAlternative minimum tax triggered by an exemption claim, shown where it applies, with its recoverable nature noted.
- The Wind-Up DistributionThe capital dividend available for tax-free distribution and the refundable tax recovered when the corporation distributes and winds up.
From the Calculation to a Client-Ready Letter
The number is not the deliverable. In CodaraFlow the result drops straight into a letter section: the firm’s approved wording, the comparison tables, and the statutory notes that actually apply to this client, written in for you. Exported as an editable Word document on your letterhead.
The same reviewed explanation, not whatever the preparer types today.
The exemption, AMT and wind-up notes appear only when the figures call for them.
The share-versus-asset comparison is laid out and footed automatically.
Finish it in Word, on your firm’s letterhead. No proprietary format.
Grounded in the Provisions You Cite
Each side of the comparison ties to the provisions behind it. The wording is firm-editable; the sections are fixed by the Act.
Shelters qualifying gains on a share sale, subject to the shares qualifying as QSBC shares and the statutory conditions being met.
An exemption claim may trigger AMT, potentially recoverable against future regular tax over the following seven years, subject to the statutory recovery rules.
On an asset sale and wind-up, the non-taxable portion of corporate gains adds to the capital dividend account and may be distributed tax-free by capital dividend election.
Taxable dividends paid as part of the distribution may generate a dividend refund under subsection 129(1).
On the asset side, capital cost allowance previously claimed is recaptured as income.
The comparison estimates income tax only and assumes the corporation distributes its after-tax proceeds as part of a complete liquidation. It excludes GST/HST, land transfer tax, and safe-income or anti-avoidance analysis. The lifetime capital gains exemption depends on the shares qualifying as QSBC shares and the statutory conditions being met.
Calculations Firms Reach For Alongside It
Get a working demo account, run this calculation on a real file, and export the letter it produces.
Everything is computed from the figures you enter and assembled from your firm’s approved wording. The app never connects to AI.
Editable Word documents on your firm’s letterhead. Monthly pricing, no long-term contracts.
Questions About This Calculation
Is this a standalone calculator?
No. It’s one of the built-in calculations inside CodaraFlow. The result becomes a client-ready letter section, complete with the comparison table and the notes that apply, not just a figure you copy into a client letter.
Does it decide the structure?
No. It shows the after-tax outcome of each so you can advise. The structure, and any commercial and non-tax considerations, remain your professional judgment.
Can we change the wording and which notes appear?
Yes. Every sentence and every note is firm-editable, and can be overridden on an individual letter.
Does any client data go to an AI?
No. The app never connects to AI. Deliverables are assembled from structured facts and your firm’s approved wording.