Importance of a Buy-Sell Agreement

/in , , /by

Starting a new business venture can be both exciting and nerve-racking at the same time. The hopes and dreams of success, financial freedom, and being your own boss are accompanied by many uncertainties and risks. To add to some of the anxiety comes the facts: about half of all new businesses will not be around within the next 5, and only about one-third will survive 10+ years. The situation often becomes more complex when there are multiple owners and the future success of a business is at risk if proper planning is not done. The unexpected ‘exit’ of a partner due to death, disability, illness, retirement, or just simply that ‘it’s not working out’ can create a very difficult situation for the remaining business owner(s) and the business itself. Many businesses operate under a ‘handshake’ sort of agreement, but those rarely are upheld when the situation starts to get challenging. In order to protect against all of these pitfalls, it is always advised to have the right structure in place to address any potential challenges that may arise. This is done by incorporating a Buy-Sell Agreement between the owners.

What is a Buy‐Sell Agreement?

A buy-sell agreement is a legally binding contract designed to establish a set of rules or actions for the remaining business owner(s) to carry on the business, in the event one of them is no longer involved in the business – this can be due to death, illness, injury, retirement or a simple desire to ‘get out’. In other words, this document dictates how the remaining owner(s) will interact with each other and how the business will operate when certain situations occur. This agreement creates certainty and a ‘game plan’ in case one or more of the partners are no longer able or willing to commit to the business.

Types of Buy‐Sell Agreements

Buy-sell agreements are generally structured as a cross purchase agreement, promissory note agreement, or share redemption agreement. With a cross-purchase agreement, each shareholder within the agreement agrees to purchase a specified percentage of the shares owned by the departing shareholder, and if it’s due to death, the deceased shareholder’s estate is obligated to sell the shares to the remaining shareholder(s). A shareholder will generally purchase insurance on the life of the other shareholder(s) and on death, will use the proceeds from the insurance to buy out the remaining shares from the deceased shareholder’s estate. With a promissory note agreement, corporate owned life insurance is placed on the life of each shareholder, with the corporation named as the payor and beneficiary. In the event that a shareholder dies, the surviving shareholder(s) purchases the deceased’s shares from their estate using a promissory note. Once the remaining shareholder(s) owns the deceased shareholder’s shares, the company collects the death benefit on the insurance policy with the excess amount above the adjusted cost basis of the policy in the capital dividend account. The company then provides the surviving shareholder(s) a capital dividend which provides the remaining shareholder(s) the necessary funds to pay off the promissory note. Under the share redemption arrangement corporate owned life insurance is placed on the life of each shareholder with the corporation named as the payor and beneficiary. In the event that a shareholder dies, the company collects the insurance proceeds and places the excess amount above the adjusted cost basis of the policy in the capital dividend account. The company uses the proceeds in the capital dividend account to redeem the shares held by the deceased shareholder’s estate. Once that is done, the remaining shareholder(s) takes over the ownership of those purchased shares. Each structure has their advantages and disadvantages and should be reviewed with a legal professional, tax professional as well as a knowledgeable Financial Advisor.

Why the business needs a buy‐sell agreement

A buy-sell agreement is a crucial component of a business that should be incorporated to protect the shareholders as well as the business itself. It is designed to ensure important things are taken care of if someone leaves the business for whatever reason, so that the business can continue to grow and run successfully. A buy-sell agreement offers several key benefits to your business:

  • It maintains the continuity of your business by ensuring members get to decide what happens to the business before any problems arise.

  • It protects company ownership by laying out a succession plan for departing members. This keeps remaining shareholders from being burdened by untested and unproven successors (like the widow or children of the departing co-owner).

  • It minimizes disputes between remaining co-owners and the family of the departing owner by having a strategy in place ahead of time to govern business operations.

  • It alleviates co-owner stress and uncertainty by specifically identifying which events would trigger a buyout.

  • It protects business assets and liquidity by providing a financial (and tax) plan for each of the different triggers addressed in the agreement.

  • It protects the interest of, not just the business entity itself, but also that of the business owners to ensure members (and their families, in the event of death or disability) are handled with respect, courtesy and the utmost fairness.

What to include in the buy‐sell agreement

Since a buy-sell agreement is a legally binding document, it generally should be drafted with a knowledgeable and experienced Legal Professional. Most agreements are started through a generic template, but then are customized for the needs of each business/partner and can be a fairly thorough and comprehensive document. There are several different components of a buy-sell agreement and several different aspects need to be addressed, such as the valuation of the company, ownership interests, buy-out clauses, and terms of payment. The agreement should generally be drafted at the very start of the business, so as to avoid any issues or misunderstandings later on. The agreement will also address certain ‘triggering events’, which are listed below.

Disagreement

The conflict between owners of a business in regards to the direction or management of the business can sometimes occur, and can even push the most successful business off-course. In a situation where no agreement or mediation can be reached, it may make sense to allow for one or more of the partners to be bought out. This would allow the business to continue moving forward and is often referred to as a ‘shot-gun clause’. Sometimes a situation where one owner offers to buy out the other would also offer to be bought out for the same value, thus ensuring fair treatment and value of the shares.

Divorce

An owner who is in the midst of a divorce may be bought out by other partners, to protect the company ownership. A divorce settlement will generally depend on the partner’s share of the business. It’s not uncommon for a family law judge to order a business owner to split his or her interest in a company with the former spouse. To protect the business from this event, a clause should require the shares held by the former spouse of a partner to be acquired by the company or one of the other owners.

Retirement

The value of the business comprises a significant component for the retirement of many business owners. Allowing the remaining partners to reclaim the interest in the business keeps the business intact and provides the retiring partner with a market to liquidate their ownership, thus providing the retiring partner with a cash infusion to enjoy their retirement. There may also be some distinction in the agreement between early retirement and regular retirement and how the shares of the departing owner are to be valued.

Bankruptcy

Borrowing money to expand or grow the company, or to purchase equipment or goods, is common for many companies. However, lending institutions often require personal guarantees from the owners/shareholders of the business. Having one or more owners that are not able to provide this guarantee can lead to higher fees and impact the overall financial well-being and growth of the business. Therefore, a provision should be considered to allow the other shareholders the opportunity to acquire shares of the defaulting shareholder(s).

Disability

An owner who has become disabled and unable to perform their duties can impact the overall well-being of the business. The agreement should address several situations and questions, such as whether the partner will continue to receive a salary, and for how long, or whether they will continue in the day-to-day management of the company.The buy-sell agreement also needs to clearly define what is considered a disability and should include a timeline for which the disabled partner would be given the opportunity to return. Often the business will purchase disability buy-sell insurance and link the definitions to the plan. This has the added benefit of providing an independent third party to determine when the criteria for the buy-out are satisfied.

Death

The death of a partner is an unfortunate and difficult situation for both the family and business partners alike. To deal with the stress of continuing the business, establishing the rules of business continuity upon death provides peace of mind to both the surviving partners and the family of the deceased. The surviving partners benefit from the assurance of not having to deal with an unwanted partner and the family is assured that they will be treated fairly. Generally, all partners/co-owners will be covered by a ‘key person’ life insurance policy, which can be paid by either the company or the other partners, where the death benefit would be used to buy out the deceased owner’s shares (as mentioned above).

Funding the buy‐sell agreement

Without sufficient resources to fund a potential buy-out, the agreement itself can fall apart. The partners need to decide where the money will come from to complete the buy-out – whether it will be the responsibility of individual owners or from the company itself. While not all events can be protected, two can: the death and disability of a shareholder. By using an insurance policy, funds can be made available at the time they are needed, thus minimizing potential liquidity issues, protecting the business and the impacted shareholders, as well as the family of the deceased shareholder. Using insurance provides the protection needed at a fraction of the cost to the alternatives and can provide immediate capital and significant tax benefits.

Working as a partnership between 2 or more individuals is never an easy task, and the situation only gets more complicated when one or more of them exits the business. Protecting not only the business, but your personal interests, as well as your family’s future are very important objectives for any business owner, and should not be overlooked. Although no business can be certain of success, there are strategies and structures that can help protect the business from failure in the future. Working with a knowledgeable and experienced Financial Advisor, Legal Professional and Tax Professional, you can be assured that you can have the proper Buy-Sell Agreement in place so that all parties involved benefit.

“Final Pivot” – COVID-19 Emergency Benefits expire October 23rd, replaced by targeted supports

/in , /by

On Thursday, October 22nd, 2021 Deputy Prime Minister and Finance Minister Chrystia Freeland announced the “final pivot in delivering the support needed to deliver a robust recovery.” This “Final Pivot” means several existing pandemic support programs for individuals and businesses will expire on October 23rd, 2021:

In their place, the Federal Government announced:

  • The Tourism and Hospitality Recovery Program – provides support through the wage and rent subsidy programs, to hotels, tour operators, travel agencies, and restaurants, with a subsidy rate of up to 75%.

  • The Hardest-Hit Recovery Program – provides support through the wage and rent subsidy programs, would support other businesses that have faced deep losses, with a subsidy rate of up to 50%.

  • Canada Worker Lockdown Benefit – provides $300 a week to workers facing local lockdowns, including those not eligible for Employment Insurance. Anyone whose loss of income is due to their refusal to follow vaccination mandates will be excluded from accessing the aid.

Full details are in the links below:

READ THE FULL PRESS RELEASE
Read about the Canada Worker Lockdown benefit
READ ABOUT THE TARGETED BUSINESS PROGRAMS

Why Should I Review My Life Insurance?

/in , /by

Why Should I Review My Life Insurance?

It’s great that you’ve taken the critical step of buying life insurance. But have you reviewed it recently to make sure that your policy is still suitable for you? It’s important to review your life insurance policy annually to check that your policy is up-to-date and see if you require any additional coverage.

There are several reasons you may need to change your life insurance policy. We’ve listed them below.

You’ve gone through a significant life event

You may have gone through a significant life event – such as getting married or divorced or having a child – in the past year. In this case, it’s important to consider changing your beneficiaries to make sure that your life insurance proceeds are distributed appropriately.

If you don’t update your beneficiaries, a previously named beneficiary could still be legally entitled to the money you want other people to receive.

You’ve changed jobs

Congratulations – you’ve got a new job or even started your own business! If you’ve started a new job, you may need more life insurance to account for extra income your family will be accustomed to or to account for a change in your employer-based life insurance policy.

If you’ve started a new business, you’ll likely need additional life insurance to help cover debts you may have taken on to start your new business. Plus, since you’re self-employed, you won’t have any employer-based life insurance anymore.

You’ve taken on some debt

If you’ve recently taken on some debt – such as a credit consolidation loan or a home equity loan – more life insurance may be a good idea. Additional life insurance can provide your loved ones with some much-needed extra income to help pay off debt or even pay for basic living expenses if you die.

You’re supporting family members

If your parents have moved in with you or have moved into assisted living, they may require financial support. Additional life insurance can help pay for this increased financial load.

If you have children ready for college or university, they’ll still need financial support from you. You can help secure their financial future with a life insurance policy that will help cover tuition costs.

You’ve bought a new home

You don’t want to leave your spouse or partner the burden of paying off a mortgage alone. Additional life insurance coverage can ensure they’ll have the funds they need after you pass and won’t be forced to sell at a stressful time.

A loved one has a change in health

If a loved one has recently had a change in their health or a significant medical diagnosis, then it’s essential to review your life insurance coverage. Your loved one may need expensive medical treatment or in-home support – which life insurance can help cover if you die.

If you have any questions about your life insurance coverage or want to make any changes, give us a call!

Paying for Education

/in , , , /by

Post-secondary education can be expensive, however having the opportunity to plan for it helps with making sure that you’re capable to meet the costs of education. In addition, when you have a plan, it’s easier to make financial decisions that align with your goals and provide peace of mind. In the infographic, we outline 7 sources of funds for paying for post-secondary education: 

  • Registered Education Savings Plan

  • Tax Free Savings Account

  • Life Insurance

  • Scholarships, grants, bursaries

  • Personal Loans, Lines of Credit

  • Government Student Loan

  • Personal Savings 

If you need help planning to save for your child’s post-secondary education, contact us!

Dowco Financial Acquires Northern Star Benefits

/in , , , /by

Langley, BC, Aug 12th, 2021 / Dowco Financial is pleased to announce the acquisition of Northern Star Benefit Consultants Ltd. (NSBC).

Dowco Financial (Dowco), a Langley, BC insurance brokerage specializing in group benefits and personal risk products, has acquired Northern Star Benefit Consultants (NSBC). This acquisition will aid Dowco’s effort to expand its current service offerings and improve its reach throughout BC. With over 25 years of experience in the insurance & group benefits space, Dowco continues to grow organically and acquiring Northern Star Benefit Consultants will only accelerate this growth.

“NSBC was a seamless match for Dowco Financial. Graham Danford has done an exceptional job servicing clients for the last 13 years and we look forward to continuing this same level of service and building relationships for years to come,” David Norman, Dowco Financial.

“David Norman is an exceptional benefits consultant. The integration process has been seamless. I cannot be more pleased with his leadership and experience when dealing with our clients. It is comforting to know that our clients will be serviced by one of the industry’s foremost benefit consultants. Congratulations to David and his team on the seamless integration of all of our clients.” – Graham Danford, NSBC.

About Dowco Financial

Dowco Financial Ltd. is an insurance brokerage providing group health benefits and individual insurance, including life insurance, disability insurance, critical illness, and long-term care insurance. Dowco Financial works closely with businesses, partnerships and individuals residing in British Columbia and with companies and suppliers working with and for the Dowco Group of Companies. Dowco Financial boosts over 25 years of experience in the Insurance industry.

dowcofinancial.com

About Northern Star Benefits Consultants

An insurance brokerage with 45 years of consulting expertise, Norther Star Benefit’s mission is to be an extension of clients’ HR, Finance, and leadership teams. Whether it’s helping achieve premium savings, improve the value of a plan, or optimize plan member experience, NSBC ‘s focus has been prioritizing the needs of clients. Personally or through exclusive strategic partnership arrangements, NSBC helps clients navigate and mitigate business risks and enhances the well-being of their people.

For a complimentary detailed report and analysis of your benefits plan, contact: Dave Norman, [email protected]

Life Insurance after 60- is it necessary?

/in , , /by

You may have had life insurance for as long as you can remember. You wanted to make sure that your family would be taken care of and be able to pay their bills if anything happened to you.

But now that you’re older and your children are grown – and hopefully your mortgage is paid off – you may not feel you still need life insurance. This could be a valid assumption; however, there are some circumstances under which it may still make sense for you to have life insurance. They are:

  • You still have substantial debt.

  • You have dependent children or grandchildren.

  • You want to leave a financial legacy.

You still have substantial debt

No one likes the thought of leaving their loved ones to pay their debts if they die. If, however, someone has co-signed a loan with you – for example, for a mortgage or a car – and you die, then they will be on the hook for the entire amount.

If you have life insurance and name your co-signer as the beneficiary, this will help relieve any financial burden your death could cause them.

You have dependent children or grandchildren

If you have children who are still dependent on you because they have a mental or physical disability, life insurance can be an excellent way to ensure they will still have access to funds after you die.  Lifelong care can be expensive, and a life insurance benefit will go a long way to helping fund it.

You may have grandchildren you are caring for or that you are not responsible for but want to leave money they can use towards higher
education.  A life insurance payout can be a great way to help a grandchild get a good start in life without having to go into debt.

You want to leave a financial legacy

You may not have dependent children or grandchildren but still want to leave them something when you die. Life insurance can be a great way to do this without cutting back on your spending during your lifetime.

Life insurance can also help make sure that you have something to leave everyone in your will. If you have a family cottage, it can
be complicated to leave it to more than one person or family. Life insurance gives you the option to leave one person or family the cottage and another person or family the cash equivalent.

We can help you!

If you’re unsure whether or not it still makes sense to have life insurance after the age of 60, we’d be happy to sit down with you and talk through your options. Give us a call or email us today!

Salary vs Dividend

/in , /by

As a business owner, you have the ability to pay yourself a salary or dividend or a combination of both. In this article and infographic, we will examine the difference between salary and dividends and review the advantages and disadvantages of each.

When deciding to pay yourself as a business owner, please review these factors:

  • How much do you need?

  • How much tax?

  • Other considerations including retirement and employment insurance.

How much do you need?

Determine your cash flow on a personal and corporate level.

  • What’s your personal after-tax cash flow need?

  • What’s your corporate cash flow need?

How much tax?

Figure out how much you will pay in tax. Business owners understand that tax is a sizeable expense.

  • What’s your personal income tax rate?

Depending on the province you reside in and your income, make sure you also include income from other sources to determine your tax rate. (Example: old age security, pension, rental, investment income etc.)

If you decide to pay out in dividends, check if you will be paying out eligible or ineligible dividends. The taxation of eligible dividends is more favorable than ineligible dividends from an individual income tax standpoint.

  • What’s your corporation’s income tax rate?

For taxation year 2020, the small business federal tax rate is 9% . Please also remember, if you pay out salary, salary is considered a tax-deductible expense, therefore this will lower the corporation’s taxable income versus paying out dividends will not lower the corporation’s taxable income.

Other considerations

If you pay yourself a salary, these options are available.

  • Do you need RRSP contribution room?

As part of this, it’s worth considering ensuring that you receive a salary high enough to take full advantage of the maximum RRSP annual contribution that you can make.

  • Are you interested in contributing to the Canada Pension Plan?

This is unique to your circumstances and a cost-benefit analysis to determine the amount of contributions makes sense.

  • Do you need employment insurance (EI)?

For shareholders owning more than 40% of voting shares, EI is optional. There are situations worth careful thought such as maternity benefit, parental benefit, sickness benefit, compassionate care benefit, family caregiver benefit for children or family caregiver benefit for adults.

The infographic below summarizes the difference between Salary vs. Dividend.

We would also advise that you get in touch with your accountant to help you determine the best mix for your unique situation.

Contact Us

The Importance of a Financial Plan

/in , , , /by

Working with us to create your financial plan helps you identify your long and short term life goals. When you have a plan, it’s easier to make decisions that align with your goals. We outline 8 key areas of financial planning:

  • Income: learn to manage your income effectively through planning

  • Cash Flow: monitoring your cash flow, will help you keep more of your cash

  • Understanding: understanding provides you an effective way to make financial decisions that align with your goals

  • Family Security: having proper coverage will provide peace of mind for your family

  • Investment: proper planning guides you in choosing the investments that fit your goals

  • Assets: learn the true value of your assets. (Assets – Liabilities)

  • Savings: life happens, it’s important to have access to an emergency fund

  • Review: reviewing on a regular basis is important to make sure your plan continues to meet your goal

British Columbia 2021 Budget Highlights

/in , , /by

On April 20, 2021, the B.C. Minister of Finance announced the 2021 budget. We have highlighted the most important things you need to know.

Requirement to repay B.C Emergency Benefit for Workers has been waived

If you are self-employed and received the B.C. Emergency Benefit for Workers, you will no longer be required to repay this benefit if you would have qualified for it based on your gross income (instead of your net income). This mirrors a federal change to the Canada Emergency Response Benefit.

Home Owner Grant threshold change

The budget confirmed a previously announced increase to the Home Owner Grant to $1.625 million (from $1.525 million) for the 2021 tax year. This grant helps reduce the amount of property taxes you pay.

PST exemption for electric bicycles

As of April 21, 2021, electric bicycles and tricycles will be exempt from provincial sales tax (PST). Also, electrical conversion kits and parts and services for bicycles and tricycles will be exempt from PST.

Elimination of provincial sales tax refunds on specific vehicle transactions

The provincial sales tax refund for motor vehicles purchased and resold within seven days has been eliminated. This elimination will apply on a date still to be set by regulation.

Carbon tax increase

The budget confirms a previously delayed increase to the carbon tax rate. As of April 1, 2021, carbon tax rates were set at $45 per tonne. They will increase to $50 per tonne on April 1, 2022.

Tobacco tax increase

The budget increases the tax rate on tobacco products as of July 1, 2021:

  • On cigarettes and heated tobacco products (vaping), taxes will increase from 29.5 cents to 32.5 cents per cigarette or heated tobacco product.

  • On loose tobacco, taxes increase from 39.5 cents per gram to 65 cents per gram.

Changes to the speculation and vacancy tax

Corporations owned by government agents are now exempt from the speculation and vacancy tax.

Also, the following changes have been made and are retroactive to November 27, 2018:

  • Properties owned by a trustee for a trust that benefits a registered charity can claim an exemption from the speculation and vacancy tax.

  • If someone has a beneficial interest in a property contingent on the death of another individual, they will no longer be included in the definition of “beneficial owners” for this tax.

We can help you assess the impact of tax changes in this year’s budget on your finances or business. Give us a call today!