Family and internal business succession

Family and internal succession

A successful transfer is prepared
years in advance.

Handing the business to your children or your managers takes more than a sale agreement. You have to weigh family fairness against the viability of the business, prepare the tax side of the transfer, and organize the handover of control without weakening what works.

The difficulty is almost never legal at the outset. It is human: who genuinely wants to take over, who is able to, and what those who do not take over receive. Our role is to turn those decisions into structures that hold, and to name the questions no one dares ask.

The estate freeze is the central tool in these files: it locks in today’s value for the transferor and allocates future growth to the successor, while leaving the transferor time to hand over control at their own pace.

A business transaction engages the Business Corporations Act, the Civil Code of Québec for the sale itself, and filings with the Registraire des entreprises du Québec.

Two partners working in their neighbourhood shop

What we do

Structuring
the handover.

Preliminary assessment

Who takes over, at what pace, with what means. And above all: is the business transferable as it stands? The minute book, key contracts and dependence on the owner are examined first.

Estate freeze and holding structure

Share capital reorganization, a holding company or family trust, allocation of share classes. Carried out together with your tax specialist or accountant.

Fairness among children

Distinguishing those who take over from those who inherit. Voting and non-voting shares, compensation through other assets, coordination with the will and the matrimonial regime.

Progressive handover of control

A schedule for transferring voting shares, the transferor’s role during the transition, the conditions of their withdrawal. Control and ownership need not transfer at the same time.

Shareholder agreement

Once the successor holds shares, the shareholder agreement becomes the key document: decisions, exits, disagreements, death.

Financing the transfer

Vendor take-back, dividends, succession support programs. The transfer must remain sustainable for the business, which keeps operating throughout.

The path

A transfer
in five stages.

The assessment

Is the business transferable?

The structure

Estate freeze and holding

The fairness

What each person receives, and why

The control

A schedule, not a date

The framework

Shareholder agreement and governance

Frequently asked questions

What we are asked most.

How do you treat children who are not taking over fairly?

Fairness is not equality. You separate the value transferred from the responsibility assumed: the one who takes over carries a risk the others do not. The usual mechanisms are non-voting shares, compensation through other assets, or life insurance.

Can the transferor keep control during the transition?

Yes, and that is the usual arrangement: an estate freeze transfers future growth to the children while the transferor keeps control for a time through voting shares. Control is then handed over on an agreed schedule.

When should succession planning start?

Three to five years before the intended transfer. The tax structure, putting the minute book in order and building up the successor’s capability all take time. A transfer prepared in a hurry costs more, in tax and in relationships.

What if the successor changes their mind along the way?

The agreement provides for it: mechanisms to return the shares, repayment of the price already paid, resumption of control by the transferor. Planning for a failed transfer is not pessimism, it is what allows each side to commit.

The technical core of these files rests on two mechanisms: the estate freeze, which locks in value for the transferor, and the holding company, which receives it. The third useful text is the shareholder agreement, which governs what follows.