moonmoot

Canada scrapped the tax hike on selling your business. Here is what you actually keep in 2026

Canada · All owner-operated businesses · Value & exit · 6 min read · by the Moonmoot team · updated 2026-07-20
The event · 2025-03-21
On 21 March 2025 the federal government cancelled the proposed increase in the capital gains inclusion rate (from one half to two thirds), which had been deferred to 1 January 2026, so the rate stays at 50% for 2026; the government kept the Lifetime Capital Gains Exemption increase to $1.25 million on qualifying small business shares (effective 25 June 2024, indexed to inflation from 2026), while the promised Canadian Entrepreneurs' Incentive was never legislated and was confirmed cancelled in the 4 November 2025 federal budget.

If selling up is anywhere on your horizon, the tax picture for 2026 is friendlier than the last two years of headlines made it sound. The hike that was coming for anyone with a big gain got cancelled, the rate stays where it was, and there is a $1.25 million exemption that can take your tax bill on a sale to zero. Here is what you actually keep when you sell, and the one structural catch that decides whether you get any of it.

The number that was scaring everyone is gone

For two years, every accountant in the country was warning owners about a bigger tax bill on selling up. In its 2024 budget Ottawa proposed lifting the capital gains inclusion rate, the slice of a gain that actually gets taxed, from one half to two thirds. The start was pushed to 1 January 2026, and then on 21 March 2025 the government cancelled it outright. It was never written into law.

So for 2026 the rate sits where it has for years: 50%. Half of a capital gain is taxable and added to your income for that year; the other half is tax free. Combined top personal rates in most provinces land near 50%, so as a rough rule of thumb about a quarter of a capital gain goes to tax, not the two thirds people were bracing for. The scary number is off the table.

What you actually keep when you sell in 2026

Here is the part that hits your pocket directly. There is a Lifetime Capital Gains Exemption (LCGE): a once-in-a-lifetime slice of gain on selling a qualifying small business that you pay no capital gains tax on at all.

It rose to $1.25 million on 25 June 2024 (up from about $1.02 million), and the government confirmed it is keeping that higher figure. From 2026 it is indexed to inflation, which nudges it to roughly $1.275 million for the year.

Put it on a real sale. You built your company from nothing and sell the shares for a $1.25 million gain. The exemption covers the lot, so your capital gains tax on that sale is $0. If you and your spouse both genuinely own shares, you each get your own exemption, so a couple can shelter up to about $2.5 million of gain between them. For most owner-operated businesses (a cafe, a salon, a clinic, a professional practice) that exemption is large enough to wipe out the tax on the entire sale.

The catch: it only works if you sell shares, not stuff

This is the bit that quietly decides everything, and a lot of owners find out too late. The exemption applies to a share sale, where you sell the shares of your incorporated company. It does not apply to an asset sale, where the buyer cherry-picks the equipment, the lease, the client list and the name, and leaves the company shell (and the tax) with you.

The friction: buyers usually prefer an asset sale. It lets them sidestep any hidden liabilities inside your company and write down what they buy against their own taxes. So the very structure that saves you the most tax is the one a buyer often pushes against. That tension is worth understanding cold before you negotiate: see asset sale vs share sale.

Two more gates. The company has to be a qualifying small business corporation, which broadly means an active Canadian business rather than a pot of cash and investments, and you have to have held the shares long enough. A company stuffed with surplus cash or passive investments can fail the test on the day you sell. Cleaning that up ("purifying" the company) is months-or-years-ahead planning, not a phone call the week you sign.

Do not build a plan on the incentive that vanished

You may have read about a Canadian Entrepreneurs' Incentive, floated in the 2024 budget, that would have taxed even less of your gain (a one-third inclusion rate) on up to $2 million more. Take it off your spreadsheet. It was never legislated, and the federal budget of 4 November 2025 confirmed it is not happening. Plan around the rules that actually exist: the 50% inclusion rate and the $1.25 million exemption. Anything else is planning around a press release.

Where this actually bites

Now the uncomfortable part, because a tax exemption is only worth something if you own a business someone will buy. Plenty of owner-operated businesses never sell at all: why most small businesses never sell is not a tax problem, it is a transferability problem. And because the $1.25 million is a share-sale break, it quietly rewards the owners who built a company that stands on its own: clean books, a client base that stays when you leave, a team that runs the place without the founder in the room. If you *are* the business, a buyer will not want your shares, they will want your assets, if they want anything, and the exemption you were counting on evaporates. The tax rules just got friendlier and pickier at the same time.

What to do about it

Practical moves to protect the margin, and grow it.

  • Get the company "share-sale ready" before you need to sell, not after. The $1.25M exemption only lands on a share sale of a qualifying company, so clear out surplus cash and passive investments and confirm you meet the small-business-corporation tests well ahead; a buyer who will only take your assets, not your shares, costs you the exemption.
  • Split ownership with your spouse now, if it is genuine. If your spouse truly owns shares, they get their own $1.25M exemption, so a couple can shelter up to about $2.5M of gain. This is real tax structuring, so set it up properly with an accountant well before any sale, never on the closing table.
  • Spend the tax certainty on making the business sellable, not on relaxing. The cancelled hike removed the reason to rush a bad exit, so use the breathing room to lift the profit a buyer pays a multiple on and cut owner dependence so the company can actually change hands; check where you stand with the exit-readiness score.
  • Know your number before you negotiate. Run a realistic business valuation and work out the gain and the tax on it in advance, so you can weigh a share sale (your exemption) against a buyer pushing for an asset deal and price that difference into the terms instead of discovering it at signing.
The take
The natural reaction is relief: the tax grab is dead, nothing to do. That is the wrong lesson. The rules did not just get friendlier, they got pickier about who they reward. The $1.25 million exemption is a share-sale break, and buyers usually want to buy assets, not shares. So the owners who genuinely pocket it are the ones whose company is clean and transferable enough that a buyer will take the shares at all: real books, low reliance on the founder, a client base that stays. If you are the business, the exemption is theory. The cancelled hike bought you time. The smart move is to spend it building a company someone will buy your shares of, not waiting for the next tax scare.
Sources
See this on your own numbers
A free, honest read of your business in two minutes. Or ask us a question.
Moonmoot gives business guidance based on the data it can see. It is not financial, legal, tax, or investment advice.
Get your free instant read