From Sole Proprietor to Corporation
(Canmore, AB, Canada)
You don't know what you don't know.
Section 85 rollovers are complex and not as easy as they look.
Has anyone out there dealt with a client who has changed from a sole proprietor to a corporation?
I am using QuickBooks for a client who has changed from a sole proprietor to a corporation. I am trying to do their first year since incorporation and had some queries about how to go about doing their first year.
I don't know which is the right way to go about this problem.
a) Should I carry on with their sole proprietor QuickBooks file and start entering their first year since incorporation?
b) Or do I start up a new QuickBooks file for their first year since incorporation?
If starting a new file, how should I go about doing up this new file? Looks like a rather difficult task to do and maneuver around with.
Thank you very much for your question. It's an excellent question ... however you are probably not going to like my answer.
In my humble opinion, bookkeepers should not be doing section 85 rollovers for their clients without the assistance of an accountant.
A section 85 rollover allows for a tax free
transfer of assets from a sole proprietorship to a corporation.
Without this section of the Income Tax Act, the business owner would have to sell the business assets at fair market value
with the gain (or loss) reported on their personal tax return.
It is a very complex section of the tax act. Although it may look like a few easy entries, if done incorrectly, it could cost
the business owner significant lost tax deductions ... thereby creating increased income taxes.
ALthough I have a fairly good idea of what entries need to be made, I would not take on a rollover without direction from the business owner's tax accountant. If your client does not have a tax accountant, you should strongly recommend that they consult one.To business owners out there
- when you switch your sole proprietorship to a corporate entity ...Please
... see a tax accountant who is familar with section 85 rollovers.
Section 85 rollovers have complex accounting, tax and legal consequences. If a bookkeeper isn't familiar with the nuances of the Income Tax Act with regards this section of the tax act, they could naively and easily get you in a lot trouble.
Your accountant can then instruct the bookkeeper on what journal entries need to be made to the sole proprietorship books to close them ... and the journal entries required to startup the books for the corporation books.
Thanks Amber for your excellent question. I hope this information helps you. You may also be intersted in this forum posting, Transferring from Proprietorship to a Limited Company (See this posting below).P.S. I would like to remind you there is a difference between information and advice. The general information provided in this post or on my site should not be construed as advice. You should not act or rely on this information without engaging professional advice specific to your situation prior to using this site content for any reason whatsoever.
Transferring From Proprietorship To LTD
I am doing books for a company and I need to transfer account balances of vendors from proprietorship to ltd company. How do I enter a transaction for the proprietorship to zero balance the vendor accounts?
All the opening balances are already in the Ltd company but in the proprietorship books I need to somehow show that its been transferred to the Ltd company.
I'm going to start this post with a caution.
When a proprietorship changes its organizational entity, it's done through a Section 85 Rollover. Section 85 of the Income Tax Act lets you rollover your assets tax free instead of at fair market value.
Although this series of transactions sounds simple and easy, a rollover is actually very complex and requires you make an T2057 Election. If you make a mistake, it could cost the client a fortune because CRA doesn't let you have a "do over".
It is always advisable to have the guidance of a certified accountant to do rollovers as CAs and CGAs have been trained on how to do them correctly. I personally will not do a rollover unless supervised by a certified accountant.
That said, it is my understanding that any accounts payable are the responsibility of the sole proprietor and are not transferred to the corporation. These debts should be paid by the sole proprietor.
If that did not happen, it is my understanding that any accounts payable pertaining to the sole proprietorship that were paid by the corporation are to be recorded as a shareholder draw.
Please don't take my word for this. You really should check with a certified accountant on the proper handling of any journal entries related to a Section 85 rollover.
Taking Over the Books!
Watch Out For Those Section 85 Rollovers
My brother has his own contracting company installing windows which he started as a Sole Proprietorship and as of April 25, 2012 is now a Limited Company. I have been tasked (hired) to keep his books and adminstrative things in order.
I have some knowledge of Quickbooks and have been using it with a portfolio of over 30 condominiums for the company I am currently working for. However, condominiums are condisdered not for profit and therefore I do not have that much understanding of GST, Corporate Tax and Payroll.
I need some guidance on getting started off on the right foot with his company and want a few questions answered before I trek out into the great unknown (hopefully known soon enough!)
Here is the company's current state:
He has been filing his GST on a quarterly basis but his June 30 has not been filed yet as I am curious where to "start" his Quickbooks file off. And also the fact that he is now under a new BN GST number as of April 25 (half way through the reporting period). Do I file all the GST from April 1-24 as the Sole Proprietor and then file again from April 24-June 30 as the new Ltd. company? If so, should I essentially open his books for April 25 and record all his transactions from that point forward? I have all his bank statements printed off and wondering if I should enter all transactions since the 25th of April.
He has not been paying himself through a regular salary and has just been withdrawing as he needs personal funds. But now that I have taken over his finances I will be paying him a regular salary. My first question is what do I code all his "personal" withdrawls from the company? My second question is now with his regular salary I am setting him up on, should I be doing source deductions? Or just recording it as a Payroll Expense?
His current employee only has two weeks left before he is quitting and he plans to not hire another employee but contract one out. So is there a point in having him setup with payroll?
I know I shouldn't be so overwhelmed with this but it just seems like such a mountain I have before me..
Any recommendations or tips would be very greatly appreciated...and if this isnt considered a "free" question, please let me know as I'd like to even have a personal one-on-one with you to get the ball rolling.
I appreciate your response and thank you for your time reading my question(s).
P.S. I am so happy I stumbled across your accounting Garden of Eden!
The questions you are asking are complicated ... so here is my response to them in very general terms.
You have to be very very careful here and need to look at the Section 85 rollover rules ... which is advanced tax planning ... to ensure your brother gets a taxfree rollover from his sole proprietor business to his incorporated business.
I have two articles on section 85 rollovers for you to look at:
From Sole Proprietor to Corporation (see posting above); and
Transferring From Proprietorship to LTD (see posting above).
You are correct in that these are two separate sets of books which means you have to close out one set and start up a new set ... how you do that could have serious tax consequences, as mentioned above, if not done properly. You will need a new BN from CRA for the new business if you haven't done this yet.
You should be able to go ahead and file his Sole Proprietor GST report up to the last day he operated ... April 24, 2012. As these are two separate businesses, you should have received two separate GST reporting forms from CRA
. They are mailed to the business in advance of the reporting deadline.
Don't forget, at some point you will have to close out your CRA accounts
for the sole proprietorship.
Regarding payroll, you are going to have to take some time to read about owner manager remuneration. This is not straight forward topic. You can start by taking at looking at the following chat:Bookkeepers Be Aware of The Rules -- Management Fees and Salaries for Incorporated Businesses
Until you sort everything out, I would recommend your brother receive a regular salary and you remit monthly source deductions to CRA (see form PD7A). You must register with CRA for a payroll account.
Two forum posts you might be interested in are:How To Pay Myself
; andRemittance on Shareholder Wages
There are specific rules regarding Employees vs. Independent Contractors
. Check out my chat on the topic so your brother doesn't inadvertently get into trouble. Take the time to go through the checklist to ensure your independent contractor meets CRA's criteria.
I do offer mentoring at $75/hour. We chat over the phone to answer your questions and if necessary, we "meet" online. Please send me a message through my site
if you are interested in receiving more help.
TIP -- Don't forget to use the customized search boxes located throughout the site to find articles and chats on the subject you are looking for.P.S. I would like to remind you there is a difference between information and advice. The general information provided in this post or on my site should not be construed as advice. You should not act or rely on this information without engaging professional advice specific to your situation prior to using this site content for any reason whatsoever.