In any flow of funds between corporations and shareholders, tax consequences should be considered to ensure profits are distributed without an excessive tax burden. Certain drafting techniques in unanimous shareholder agreements can help to ensure shareholders are positioned to equitably share tax pools and access exemptions on sale. In that context, this paper provides a general overview of the tax relationship between corporations and shareholders, and considerations that apply to ongoing operations, as well as to share sales and other dispositions. Drafting tips for optimizing tax efficiencies are identified, and common drafting errors or oversights that may lead to missed tax planning opportunities are discussed.

This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.