Tax Accountant for Business Buyers in Ontario and Across Canada
We run the tax due diligence on the business you are buying, get the asset-versus-share decision and purchase price allocation right, file the section 22, 20(24) and 167 elections, structure your Buyco and financing, and set up clean opening books from day one. Whether you are buying assets or shares, a franchise, or running a management buyout, we handle the due diligence, the purchase price allocation and elections, the Buyco and holdco structure, the interest-deductible financing and the CRA and WSIB clearances, and set up the acquired company’s books, HST and payroll from closing — with AFFORDABLE flat fees.
AFFORDABLE Business Buyer Tax Accountant
Buying a business is the biggest transaction most owners ever make, and the tax result is locked in before closing, not after. Whether you buy the assets or the shares can swing the price you should pay, and undisclosed HST or payroll arrears can follow the business to you if you buy shares without clearances. That is why you need a tax accountant for buying a business who works the deal, not just the return. At Gondaliya CPA, we specialize in acquisition due diligence and tax structuring for business buyers, getting the asset-versus-share decision and purchase price allocation right and filing the section 22, 20(24) and 167 elections — AFFORDABLE flat-fee support that keeps you CRA-compliant and stops you paying more tax than you owe.
As a buy-side accountant Ontario buyers trust, we work with asset-purchase buyers, share-purchase buyers, franchise buyers, and management-buyout and search-fund buyers across Ontario. We support you from the letter of intent through closing and the first year-end, telling you plainly what the target is worth, what liabilities you would inherit, and where the real tax sits. Let us handle the numbers so you can focus on running the business you bought.
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Accounting That Understands How Buying a Business Actually Works
Buying a business comes with a tax reality most first-time buyers never see. The outcome is decided before closing, the asset-versus-share choice can swing the price, and a target’s undisclosed HST, payroll or reassessment exposure can follow the business to you if you buy shares without clearances. At Gondaliya CPA, we understand the financial reality of a business acquisition and provide practical, buyer-focused solutions across the GTA and all of Ontario.
Stay Compliant and Minimize Your Business Acquisition Tax
For a business buyer, protecting yourself from the target’s history and paying the least legal tax on the acquisition are the same job. We run the due diligence, file the elections that protect a buyer, and structure the Buyco and financing, so nothing is missed and nothing invites a reassessment after closing.
Accounting & Tax Experts for Business Buyers
- AFFORDABLE + Fully Licensed CPA Firm
- Business and Corporate Tax Expert
- Small & Medium Business Expert
- Accounting, bookkeeping, and tax filing
- Certified CPA
- 1300+ 5-star Google reviews
- 30-Day Money-Back Guarantee
- 60-Day Fees Matching Policy
Why Choose Our Accounting Services for Business Buyers?
Tax Planning — Deal Structuring Expertise
We know the file: asset versus share, the section 85 rollover into a Buyco, Class 14.1 goodwill at 5%, and interest deductibility under section 20(1)(c). We model both structures and negotiate the purchase price allocation that leaves the most in your pocket.
Consulting — Due Diligence & Quality of Earnings
Our due diligence finds the target’s tax exposure, unremitted 13% HST and payroll arrears, tests the working capital and quality of earnings, and sets up the opening books, so you know exactly what you are buying before you sign.
CRA Representation — Clearances & Post-Closing Audit
We obtain the section 159 tax clearance and WSIB clearance certificate, and defend purchase-price-allocation disputes, interest-deductibility challenges and acquisition-of-control loss reviews if CRA questions the deal after closing.
Bookkeeping — Integration, Financing & Growth
We build the opening balance sheet, run the HST and payroll transition as a successor employer, and prepare the lender reporting an acquisition loan or vendor take-back holder needs to keep financing in place.
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Business Buyer Clients
Business Buyer Tax and Accounting Services in Ontario
Corporate Tax Filing for Business Buyers
Professional first T2 for your Buyco, opening balance sheet, and the purchase price allocation carried onto Schedule 8 CCA and Class 14.1 goodwill, with CRA compliance on every line.
Accounting & Bookkeeping for Business Buyers
Opening books from closing in QuickBooks Online, Sage 50 or Xero, with the working-capital true-up, HST and payroll transition, and deferred revenue handled for the acquired company.
Corporate Tax Planning for Business Buyers
Asset-versus-share modelling, the section 85 rollover into your Buyco, interest deductibility under section 20(1)(c), and accessing the target’s non-capital losses.
Catch-Up Corporate Tax Filing for Business Buyers
Clean up the target’s unfiled or late T2 and HST years found in due diligence, and secure penalty relief before you close on the acquisition.
GST/HST Filing for Business Buyers
The section 167 election on a going-concern purchase, registering the Buyco past the $30,000 threshold, and input tax credits on your transaction costs.
Corporate Tax Cleanup for Business Buyers
Correct a target’s messy books, restate the opening balance sheet, fix prior allocation and shareholder-loan issues, and file an amended T2.
CRA Audit Resolution Services for Business Buyers
Expert support for purchase-price-allocation disputes, interest-deductibility challenges, acquisition-of-control loss reviews, the section 159 clearance and RC4288 relief.
CPA Compilation Report (Notice to Reader) for Business Buyers
CSRS 4200 financial statements that acquisition lenders, vendor take-back holders and BDC financing accept for the deal.
Incorporation Services for Business Buyers
Set up the Buyco or holdco, the Business Number, HST and payroll accounts, the section 85 rollover and the share structure for the acquisition.
Accounting & Tax Services Tailored for Business Buyers
Real, practitioner-level CPA expertise for asset-purchase buyers, share-purchase buyers, franchise buyers, and management-buyout and search-fund buyers across Ontario — built for how a business acquisition actually works.
- We prepare the Buyco’s first T2 corporate return after closing, opening the tax accounts from the acquisition’s opening balance sheet, so CRA sees a clean acquisition company and the 5% plus 1% late-filing penalty never starts on your new corporation.
- We carry the purchase price allocation from your asset purchase agreement onto Schedule 8 CCA, sorting equipment and fixtures into the correct classes, so CRA accepts the split and the acquisition company claims the full undepreciated capital cost step-up on the $300,000 of equipment.
- We record purchased goodwill and customer lists in Class 14.1 on the T2 and claim capital cost allowance at the 5% Class 14.1 rate, so the intangible value you paid for in the asset purchase is written off and CRA cannot deny the pool.
- We set the acquisition company’s first fiscal year-end up to 53 weeks after closing and file the opening T2 with GIFI, deferring the corporation’s first CRA balance-due date nearly a year while the 12.2% Ontario small-business rate applies to the target’s active income.
- We reconcile the working-capital adjustment and assumed liabilities onto the opening balance sheet before the first T2, so CRA sees retained earnings that tie to the closing statement and the acquisition company is not reassessed on a $150,000 mismatch.
- We set up the acquired company’s opening books in QuickBooks Online from the closing date, migrating the $250,000 of target inventory and the equipment and fixtures at allocated values, so CRA sees clean records and the Buyco T2 is a transfer, not a reconstruction.
- We calculate the post-closing working capital adjustment in Sage 50, comparing the target’s accounts receivable and payables at closing to the agreed peg, so a $75,000 shortfall is recovered from the vendor instead of quietly reducing your return on the acquisition.
- We register the acquired company’s 13% HST and payroll accounts in Xero and Wagepoint from the closing date, treating you as a successor employer, so employees carry over without CRA double-charging CPP and EI on the $500,000 payroll.
- We record the target’s deferred revenue and prepaid expenses on the opening balance sheet to match the section 20(24) election, so CRA does not tax the assumed obligation twice and the $40,000 of unearned revenue is carried correctly into the acquired company.
- We reconcile the vendor take-back note payments through Plooto and tag the escrow and holdback in the acquired company’s ledger, so CRA sees documented financing and the $200,000 holdback is released cleanly against the reps and warranties.
- We model the asset purchase against the share purchase, quantifying the undepreciated capital cost and Class 14.1 step-up a buyer gains against the $1.25M lifetime capital gains exemption the seller wants, so the price gap between the two is negotiated, not guessed.
- We complete the section 85 rollover on Form T2057 to move your acquired assets or shares into the Buyco at an elected amount, so CRA defers the gain and a $600,000 transfer into your holdco triggers no immediate tax.
- We structure your acquisition financing so the interest is deductible under section 20(1)(c), tracing the borrowed money to the income-earning purchase, so CRA allows the deduction and the interest on a $1,000,000 acquisition loan shelters the target’s active income.
- We test the target’s non-capital losses against the acquisition of control rules in section 256(7) and section 111(5), so CRA allows the losses to shelter the same business line and a $250,000 loss carryforward is not stranded after you buy the shares.
- We allocate part of the price to the restrictive covenant under section 56.4 and confirm the safe income on any pre-closing dividend, so CRA does not recharacterize the non-compete and the $100,000 covenant is taxed as intended, not as a surprise capital gain.
- We file the target’s unfiled T2 corporate years uncovered in your business acquisition due diligence before you close, so CRA cannot pursue the acquisition company for the seller’s arrears and the 5% plus 1% per month late-filing penalty stops compounding on the $80,000 owing.
- We reconstruct the target’s unfiled 13% HST returns found in CRA due diligence on the business purchase in TaxCycle, matching collected HST to input tax credits, so the $30,000-plus arrears are quantified and priced into the working capital adjustment before closing.
- We file an RC4288 taxpayer relief request for the vendor tax arrears found in due diligence, covering the ten years CRA allows, so the 5% plus 1% penalty on the acquired company’s late years is cancelled rather than assumed by you.
- We rebuild the target’s opening balance sheet from bank records and prior filings in Caseware where the seller kept no clean books, so CRA has a defensible starting point and the acquisition company’s first $500,000 of retained earnings is not overstated.
- We recover missed capital cost allowance across the target’s unfiled years on Schedule 8, restoring the $120,000 undepreciated capital cost pool on equipment and fixtures, so CRA does not tax more than owed and the acquired company keeps the write-offs into future years.
- We file the GST/HST section 167 election on your going-concern asset purchase, so no HST is charged where the Buyco acquires substantially all the assets, and CRA does not assess 13% HST on a $900,000 purchase that should have moved tax-free.
- We register the Buyco for 13% HST from the closing date once taxable supplies pass the $30,000 registration threshold, filing the first return in QuickBooks Online on time, so CRA cannot assess back-tax on the HST the acquisition company never charged customers.
- We claim input tax credits on the 13% HST paid on your legal, accounting and due diligence costs, recovering it on line 108 in Xero, so CRA allows the recovery and the Buyco does not eat the HST on a $60,000 deal-cost bill.
- We keep your holdco outside the HST system where it holds only the shares from your share purchase, while the operating Buyco stays registered for 13% HST, so CRA’s accounts match reality and a wrongly claimed refund never triggers a $30,000 clawback.
- We reconcile the 13% HST on the acquired company’s returns to the revenue on its T2, because CRA’s matching program compares the two and an acquisition company whose HST and income figures disagree is among the fastest files CRA audits.
- We restate the target’s messy books after closing, rebuilding the opening balance sheet so the assets tie to the purchase price allocation, and file an amended T2 where the seller misreported, so CRA accepts the acquisition company’s $700,000 asset base.
- We correct a botched allocation the seller’s accountant filed, reassigning value from purchased goodwill to equipment and fixtures on an amended Schedule 8, so CRA cannot deny the CCA and the acquisition company recovers write-offs on a $150,000 reallocation.
- We clean up shareholder-loan balances the target carried as assumed liabilities into closing, reporting them so subsection 15(2) does not add a $90,000 draw to income, and file the amended T2 before CRA reassesses the acquisition company.
- We fix input tax credits the target over-claimed on personal or exempt purchases against the target inventory, filing the correction before CRA’s four-year window closes, so the acquisition company is not assessed 13% HST arrears plus interest on a $25,000 error.
- We reconcile the acquired accounts receivable against the section 22 election, writing off the uncollectible balances the seller left, so CRA allows the deduction and the acquisition company is not taxed on a $50,000 receivable it will never collect.
- When CRA disputes your purchase price allocation, we defend the split between purchased goodwill, equipment and fixtures and the restrictive covenant with the appraisal and the asset purchase agreement, so CRA cannot shift $200,000 of value into a lower-write-off class.
- When CRA challenges whether you can deduct the interest on money borrowed to buy a business, we trace the borrowed funds to the income-earning purchase under section 20(1)(c), so the deduction survives and the interest on a $1,200,000 acquisition stays deductible.
- We answer CRA’s acquisition-of-control review under section 111(5), proving how you access the target’s tax losses against the same business you continued, so a $300,000 non-capital loss carryforward is preserved after the share purchase.
- We obtain the section 159 tax clearance certificate from CRA before you release the final payment, so the buyer of an asset purchase is not held liable for the vendor’s unpaid tax on a $500,000 balance owing.
- We file RC4288 relief where a prior error caused the target’s penalties, and where the section 116 non-resident vendor applies we secure the certificate so CRA’s 25% section 116 withholding on the share purchase is correct, not over-remitted.
- We prepare CSRS 4200 compilation financial statements for your acquisition company in Caseware, tying the opening balance sheet to the purchase price allocation, before an acquisition lender approves the $750,000 loan.
- We compile statements a vendor take-back holder accepts, presenting the acquired company’s assets, assumed liabilities and equity at closing values and tying to the first T2 CRA holds, so the seller financing your $400,000 balance sees the security is real.
- We deliver two years of compiled statements for BDC or bank acquisition financing, tying the acquired company’s retained earnings and $500,000 working capital to the T2 CRA holds, so the lender’s conditional approval is not lost.
- We tie the compiled statements to the quality-of-earnings review we ran in due diligence and to the working capital adjustment, normalizing the target’s earnings so a lender and CRA both see a defensible $350,000 EBITDA behind your acquisition.
- The CSRS 4200 report discloses that no audit or review was performed and ties to the acquisition company’s first T2 CRA holds, delivered within 30 days so the $600,000 financing does not stall before closing.
- We incorporate your Buyco under the OBCA or CBCA with the share structure your acquisition needs, so the corporation is ready to sign the asset purchase agreement and file its first T2 at the 12.2% Ontario small-business rate within weeks.
- We layer a holdco above the Buyco and complete the section 85 rollover on Form T2057, so future dividends move up tax-free and CRA defers the gain on a $500,000 share transfer into the structure.
- We open the Buyco’s CRA business number, 13% HST and payroll accounts in Wagepoint from the closing date, registering you as a successor employer, so the acquired company’s employees and its $30,000-plus HST obligations transition without a compliance gap.
- We register the acquisition company’s trade name through the Ontario Business Registry and set the registered office and minute book, so the OBCA corporation stays in good standing and the province cannot dissolve the entity holding your $1,000,000 asset purchase.
- We set the Buyco’s opening balance sheet, share classes and first fiscal year-end up to 53 weeks after closing, so the acquisition’s first T2 and CRA balance-due date are deferred nearly a year while the $500,000 small business deduction applies.
Business Buyer Tax & Due Diligence Check
Six quick questions on asset-versus-share, tax due diligence, purchase price allocation, the section 167 election, your Buyco and financing. No fee shown.
1. Have you decided whether to buy the assets or the shares?
2. Have you done tax due diligence on the target’s HST and payroll arrears?
3. Have you planned the purchase price allocation?
4. Are you filing the section 167 HST election on the purchase?
5. Have you set up a Buyco for the acquisition?
6. Is your acquisition financing interest deductible?
Free CPA Consultation for Business Buyers
Case Studies: Business Buyer Accounting & Tax
Toronto Buyer — Asset Deal & Purchase Price Allocation Won the Step-Up
The problem: A Toronto buyer was about to sign a share purchase for a $1.4 million distribution business on the seller’s terms, inheriting the seller’s tax history and locking in the seller’s low undepreciated capital cost. No purchase price allocation had been modelled, no thought had been given to the Class 14.1 goodwill step-up an asset deal delivers, and the buyer had no view of the after-tax cost of the two structures.
What we did: We modelled the asset purchase against the share purchase, showed the buyer the cost and undepreciated-capital-cost step-up an asset deal gives, negotiated a purchase price allocation across target inventory, equipment and fixtures and purchased goodwill, and filed the GST/HST section 167 election so no tax was charged on the going-concern sale.
The result:
- Saved $88,000 in tax from the asset step-up
- Class 14.1 goodwill pool of $420,000 established
- No 13% HST charged on the going-concern purchase
Mississauga Share-Purchase Buyer — Due Diligence Found HST & Payroll Arrears, Holdback Secured
The problem: A Mississauga buyer had agreed to a share purchase of a $2 million services company and was days from closing when the deal reached us. Because a share deal carries the target’s whole history, any undisclosed HST or payroll arrears and CRA reassessment exposure would become the buyer’s problem the moment the shares changed hands — and no tax due diligence had been done.
What we did: We ran full tax due diligence, reconstructed the target’s 13% HST returns and payroll records in QuickBooks Online, uncovered unremitted HST and source deductions, obtained a section 159 tax clearance and a WSIB clearance certificate, and negotiated a holdback against the reps and warranties.
The result:
- $115,000 of HST and payroll arrears found before closing
- $150,000 holdback secured against the liabilities
- Section 159 and WSIB clearances obtained
Ottawa Management Buyout — Buyco Structure, Interest Deductibility & Loss Access
The problem: An Ottawa management team was buying out the founder of the company they ran, but the deal was structured as a direct personal share purchase, so the interest on their acquisition loan would not be deductible against the company’s income. The target’s non-capital losses were also at risk under the acquisition-of-control rules, with no plan to preserve them.
What we did: We incorporated a Buyco, structured the acquisition debt so the interest is deductible under section 20(1)(c), completed a section 85 rollover on Form T2057, and reviewed the section 256(7) acquisition-of-control and section 111(5) rules so the target’s non-capital losses continued to shelter the same business.
The result:
- Saved $72,000 by making acquisition interest deductible
- $260,000 of non-capital losses preserved after closing
- Buyco structured for future tax-free dividends
Our clear, efficient process ensures every step is transparent, building trust and long-term client relationships.
Letter of Intent
Scope the engagement, discuss the deal structure, and work through the asset-versus-share decision before you commit.
Due Diligence
Tax review, HST and payroll arrears, quality of earnings, working capital, and the section 159 and WSIB clearances.
Structuring & Elections
Buyco set-up, the section 85 rollover, purchase price allocation, and the section 22, 20(24) and 167 elections.
Closing & Transition
Opening balance sheet, HST and payroll set-up as a successor employer, and the acquisition financing in place.
First Year-End & Buyco T2
Trial balance, financial statements, the Buyco’s first T2, and CRA preparation.
Get Your Business Acquisition Done Right Today
Affordable Pricing for Business Buyers
We believe in clear, upfront pricing so you know exactly what to expect. All fees include HST.
- Tax Preparation (Corporation) — From $400
- Tax Return Filing (Corporation) — From $400
- Tax Compliance Audit — FREE CRA audit support for our clients
- Tax Strategy — FREE for our clients
- Accounting Base Plan — From $100 per month
- Bookkeeping Management — Free for our Accounting clients
- Financial Reporting — Free for our Accounting clients
- Business Formation — Flat $35
- Incorporation Process — Flat $35
- Entity Setup Assistance — Flat $35
- Full-Service Payroll — From $125 per month
Payment is by Interac e-Transfer to info@gondaliyacpa.ca only. Security question: Not Applicable, as auto-deposit is enabled.
Meet Your Lead Business Acquisition Accountant
Meet your lead business acquisition accountant. As your buy-side due diligence and deal-structuring adviser, you deal with the same two people every year.
What Our Clients Say
1300+ five-star reviews from business buyers and small-business owners across Ontario and Canada.
Serving Business Buyers Across Ontario
Our CPA team provides specialized accounting and tax solutions for business buyers throughout Ontario. We understand how a business acquisition actually works, what CRA and WSIB look at on a change of ownership, and how to get the due diligence, the elections and the Buyco structure right before you close.
Toronto (ON)
55 Queen St E Ste 1205, Toronto, ON M5C 1R6, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Mississauga (ON)
2100 Camilla Rd #716, Mississauga, ON L5A 2J8
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Brampton (ON)
4 Starhill Crescent, Brampton, ON L6R 2P9, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Scarborough (ON)
24 Clementine Square, Scarborough, ON M1G 2V7, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Vaughan (ON)
19 Cabinet Crescent, Woodbridge, ON L4L 6H9, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Oshawa (ON)
210 Durham St, Oshawa, ON L1J 5R3, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Ottawa (ON)
2090 Neepawa Ave a314, Ottawa, ON K2A 3L6, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Etobicoke (ON)
60 Stevenson Rd #1601, Etobicoke, ON M9V 2B4, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Hamilton (ON)
70 Starling Dr, Hamilton, ON L9A 0C5, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Guelph (ON)
1155 Gordon St, Guelph, ON N1L 1S8, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Windsor (ON)
4387 Guppy Ct, Windsor, ON N9G 2N8, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
North York (ON)
150 Graydon Hall Dr #912, North York, ON M3A 3B2, Canada
+1 (647) 212-9559
9:00 AM – 8:30 PM (Mon – Sun)
Business Buyer Accounting & Tax FAQs
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Business Buyer Accounting & Tax Done Right.
Asset-versus-share modelling, tax due diligence, purchase price allocation, the section 22, 20(24) and 167 elections, Buyco structuring, interest-deductible financing, the section 159 and WSIB clearances, and clean opening books under one roof. AFFORDABLE flat fees, no hourly billing. Licensed CPA Ontario. 1300+ five-star reviews. 30-Day Money-Back Guarantee.