Incorporation guide before
buying a dental practice
The 3 Key Roles
In order for a trust to operate, three roles must be filled: the settlor, the beneficiaries and the trustees. Often, you will see a trust represented in the shape of a triangle by tax professionals to represent these 3 key roles.
The 3 key roles in the formation of a Family Trust
The settlor may be anyone. The role of the settlor is to constitute the trust. Generally, the settlor is neither the trustee nor the beneficiary.
Beneficiaries are the recipients of the income and capital of the trust, at the discretion of the trustees. They have no right to the capital nor can they make claims for income from the trust.
The following people are generally included as beneficiaries: the current or future spouse, children born or unborn, grand children born or unborn, grandparents, parents, brothers and sisters and in laws. In some cases, we will ad a few of them immediately and include a clause that allows for their adding or removal at a later date based on the tax planning strategy. For example, we may want to include the parents and in laws at a later date should we wish to sell a dental practice and utilize the lifetime capital gains exemption of these individuals.
Trustees are named in the trust document and are responsible for the administration and management of the trust and its affairs. Trustees generally fit into two categories:
- The trustee-beneficiary: an individual who is both trustee and beneficiary;
- The independent trustee.
Generally, the dentist is both the trustee and beneficiary of the trust.
It is also necessary to nominate an independent trustee who is not also a beneficiary according to the Civil Code of Quebec. To respect the regulations regarding dentists in Quebec, an independent trustee can be a parent but usually is a dentist colleague.
Creating a Family Trust
1. Drafting the legal instrument: Trusts may be private writings, meaning they do not have to be notarized.
2. The settlor gives property to the trustee(s): Usually this consists of a token sum of money such as silver coin or a five dollar bill bearing a serial number.
3. The trust is constituted:
The trust agreement does not need to be registered with the Registraire des entreprises du Québec;
We recommend you keep the trust agreement somewhere safe, like a safety deposit box.
4. An annual income tax declaration must be filed: Unlike a corporation, it is not possible to choose the financial year end of a trust:
a. December 31st: Financial year end date;
b. March 31st: Deadline to file annual return.
5. Open a bank account in the name of the trust: A cheque book may be issued in the name of the trust.
On the day we finalize all the legal procedures, we will proceed with the amalgamation process as previously discussed. To simplify matters for you, there is an option to seamlessly continue using all the tax numbers associated with the clinic you are acquiring. This means that we can send a letter to both Revenu Québec and the Canada Revenue Agency, formally requesting the continuation of the existing deductions at source numbers and other tax numbers.
I will take care of preparing this letter on your behalf, ensuring that it contains all the necessary information for a smooth transition. You will then be able to mail the letter to the respective tax authorities after the sale is complete. This way, you won't have to worry about any disruptions or delays in your tax processes during the transition period.
Our goal is to make the entire amalgamation process as seamless and hassle-free as possible for you. With our expertise and attention to detail, you can trust that all necessary steps will be taken to ensure a successful and tax-efficient integration of your newly acquired dental practice.
To kickstart the incorporation process, kindly complete the form provided in the link below. In the form, you can indicate whether you would like to create the family trust now or at a later stage.
Additionally, please have one piece of identification ready in PDF or JPEG format.
Once your completed form is received, your incorporation structure will be created promptly. All of the documents will be sent to you for electronic signature and will be subsequently submitted to the Ordre des Dentistes for approval and processing. Throughout the entire process, notifications will be sent with further instructions and updates.