HoldCo / OpCo Structure Review
Most Ontario incorporated business owners set up their corporate structure for operational reasons — tax efficiency during the growth phase, creditor protection, income splitting. The estate and succession implications were rarely part of the original conversation.
As the business grows, as retained earnings accumulate inside the OpCo, as family circumstances evolve, the structure that worked during growth may be quietly building an estate tax liability that nobody has mapped. A HoldCo/OpCo Structure Review answers one focused question: does your current Ontario corporate structure support the transfer you intend — or is it working against you?
Who This Is For
Why Corporate Structure Is the Most Important Variable at Death
The corporate structure of an Ontario incorporated business determines four things at death: who controls the business, who benefits economically, when the tax is triggered, and how large that tax is. Get it right and ownership transfers cleanly. Get it wrong and the CRA becomes the default decision-maker.
OpCo only — the common starting point
All value, retained earnings, and assets sit in one operating company. Clean and simple during growth. At death in Ontario, everything triggers at once — shares, retained earnings, real estate. No separation, no planning flexibility, no options.
HoldCo added — what changes
Retained earnings move to HoldCo regularly. The OpCo carries operating risk. The HoldCo holds insurance, investments, and surplus — protected, structured, and positioned correctly for Ontario estate and succession planning.
Insurance in the wrong entity
A policy owned personally or inside the OpCo when it should be in the HoldCo misses Capital Dividend Account optimisation, creates creditor exposure, and may not fund succession the way intended. This is one of the most costly structural mistakes in Ontario planning.
Share structure and control at death.
Voting versus non-voting shares, share classes, and ownership percentages all determine who controls what at death. If this has never been reviewed in the context of the Ontario succession plan, the default outcome may be very different from the intended one.
What the Review Covers
- Current ownership structure across all Ontario entities — who hold which shares, in which corporation, and whether share classes support the intended succession.
- Retained earnings location — how much sits in the OpCo versus the HoldCo, and what that means for the deemed disposition at death.
- Asset location — where investments, real estate, and insurance are held, and whether each is the optimal entity for Ontario estate planning.
- Estate freeze readiness — whether the current structure supports a freeze now, and what structural changes would be required if not.
- Insurance alignment — whether existing policies are in the right entity for Capital Dividend Account optimisation under Canadian tax law.
- Succession compatibility — whether the Ontario structure can accommodate the intended second-generation transfer cleanly and tax-efficiently.
- Coordination gaps — where your accountant and lawyer need to be involved to align the corporate structure with the estate and succession plan.
How the Review Works
Discovery Call — 30 Minutes
A focused conversation about your Ontario corporate structure, succession intentions, family situation, and timeline. No intake forms, no product discussion. This is about understanding what you have before assessing whether it supports what you want.
Document and Structure Review
We review corporate documents, share structure, minute books where available, existing shareholder agreements, and retained earnings across all Ontario entities. We work with your accountant to confirm the current numbers.
Gap Analysis
We identify the specific structural gaps — insurance in the wrong entity, retained earnings exposed in the OpCo, share classes that do not support the succession plan, missing HoldCo separation — and what each gap costs at death.
Options and Recommendations
We present the structural changes that would reduce Ontario estate tax exposure and support a clean succession — with the tax impact of each option and the coordination required with your accountant and corporate lawyer.
Implementation Coordination
Where restructuring is recommended, we coordinate with your CPA and corporate lawyer to ensure the Ontario corporate structure, the legal documents, and the insurance all point in the same direction.
Common Questions About This Service
Each question links directly to the answer on your FAQ page. Click to visit.
Q: What is a HoldCo/OpCo structure and when does it matter for Ontario business owners?
A HoldCo/OpCo structure separates your incorporated business into two entities: an operating company (OpCo) that runs the active business, and a holding company (HoldCo) where shares and surplus assets are held. In Ontario estate and succession planning, it matters for asset protection, tax deferral, insurance ownership, and estate freeze implementation.
Read full answer →Q: How do retained earnings inside my Ontario corporation affect estate tax and succession planning?
Retained earnings increase the fair market value of your shares, which increases your capital gains exposure at death. They can also be deployed tax-efficiently inside the corporation to fund insurance premiums. In planning, we map how much value is trapped in the corporation and what that means for the deemed disposition.
Read full answer →Q: Do I need to update my will when I change my Ontario corporate structure?
In most cases, yes. Changes such as creating a HoldCo, implementing an estate freeze, or changing share classes can affect who controls what, how assets flow through your estate, and how your executor administers the plan. Your corporate structure and your will must be aligned.
Read full answer →Related Services
Is Your Corporate Structure Ready for Wealth Transfer?
Book a complimentary 30-minute discovery call. You will leave with a clear picture of your exposure and whether a deeper engagement makes sense. No obligation. No sales pitch. Whether we work together or not, you leave with clarity.
Disclaimer: Individual circumstances vary. All planning is implemented in coordination with qualified legal and tax professionals.
