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Gondaliya CPA

Corporate Tax Filing Experts

Tax Accountant for Private Equity Firms in Ontario and Across Canada

You buy control with debt, so the tax file is the debt file. We build the ITA paragraph 20(1)(c) tracing that shows exactly what the borrowed money was used for, measure the acquisition structure against the EIFEL regime in ITA section 18.2 and the thin capitalization rule in ITA subsection 18(4), and claim the subsection 88(1) bump when a target is wound up or amalgamated. We model share purchase against asset purchase before the letter of intent, roll management’s equity under section 85 on Form T2057, and test the management fee charged to the fund and the monitoring fees charged to portfolio companies against the ETA subsection 123(1) financial service definition rather than assuming either answer. Fund, general partner, holdcos and portfolio companies — with AFFORDABLE flat fees.

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AFFORDABLE Private Equity Firm Tax Accountant

A private equity firm is not an investor in the ordinary sense. You buy control, you buy it with borrowed money, and the return depends as much on how the purchase was structured as on what the business does afterwards. That puts three questions at the centre of your tax file before anything else is discussed. First, is the interest deductible: ITA paragraph 20(1)(c) turns on the purpose of the borrowing and the direct use of the money, and a loan agreement on its own is not a tracing file. Second, how much of it survives: the EIFEL regime in ITA section 18.2 restricts the deduction of interest and financing expenses by reference to a proportion of adjusted taxable income, and ITA subsection 18(4) thin capitalization bites separately where the debt is owed to specified non-residents. Third, what the acquisition shape does to cost base: a share purchase and an asset purchase move the tax in opposite directions, and the subsection 88(1) bump on a winding-up or vertical amalgamation is the step-up most buyers never claim. At Gondaliya CPA, we specialize in acquisition structure, interest deductibility and fund reporting for private equity firms, providing AFFORDABLE flat-fee support that keeps you CRA-compliant and stops you paying more tax than you owe.

As a private equity accountant, we work with lower mid-market buyout firms, independent sponsors, management buyout teams and family office private equity groups across Ontario, with year-round support rather than a once-a-year scramble. We handle the fund limited partnership, the general partner corporation, each acquisition holdco and the portfolio companies underneath them as one connected file.

Let us handle the structure and the numbers so you can focus on the deals.

Gondaliya CPA team - accounting and tax services for private equity firms

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Accounting That Understands How a Private Equity Firm Actually Works

Leverage is the product, and leverage is what CRA reads. Your largest deduction is interest, and it is the one deduction with three separate provisions pointed at it. Your acquisition structure decides the cost base you carry for years. Your fund charges a management fee and your portfolio companies pay monitoring fees, and neither one has an obvious HST answer. At Gondaliya CPA, we understand that reality and provide practical, deal-focused solutions across Ontario.

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Interest Is the Whole File

ITA paragraph 20(1)(c) turns on purpose and direct use of the borrowed money. Tracing is built at closing, not reconstructed two years later under audit.

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EIFEL and Thin Capitalization

ITA section 18.2 limits interest and financing expenses against adjusted taxable income. ITA subsection 18(4) bites separately on debt owed to specified non-residents.

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Shares or Assets, and the Bump

The two structures move buyer and vendor in opposite directions, and the subsection 88(1) bump on a wind-up is the step-up most buyers never claim.

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Fee Character Is Tested

Management fees to the fund and monitoring fees to portfolio companies are measured against the ETA subsection 123(1) financial service definition, never assumed.

Stay Compliant and Minimize Your Private Equity Firm Tax

For a private equity firm, staying onside with CRA and paying the least legal tax are the same job. We keep every filing on schedule across the fund, the general partner and the holdcos while claiming every interest, financing and deal dollar the law allows, so nothing is missed and nothing invites a reassessment.

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Structure Documents and Securities Counsel

There is no professional college for private equity. What governs you is paper. The limited partnership agreement, the declaration filed under the Ontario Limited Partnerships Act, the OBCA articles for the general partner corporation and each acquisition holdco, and the subscription agreements all carry accounting consequences we read before the first capital call. Registration categories under NI 31-103 and the prospectus exemptions in NI 45-106 are real and are your securities counsel’s domain, not ours — we never advise on securities law or assume an exemption is available. CVCA, ACG Toronto and ILPA dues are annual costs that belong in the ledger.

✅

CRA Obligations for Private Equity Firms

Staying compliant with CRA means more than one return a year. We manage the T2 returns for the general partner, the management company and every acquisition holdco, the T5013 partnership information return for the fund limited partnership with slips to each limited partner, interest claimed under ITA paragraph 20(1)(c) with a tracing file behind it, the EIFEL computation under ITA section 18.2, the thin capitalization test under ITA subsection 18(4) with Part XIII withholding and NR4 slips where interest goes to a non-resident, GST34 returns on whatever supplies are genuinely taxable, and payroll source deductions reconciled to the PD7A. These are the areas CRA looks at first on a leveraged file.

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Year-End Deliverables for Private Equity Firms

At year-end, a private equity structure needs more than one set of statements. The management company needs a trial balance and financial statements carrying the management fee receivable, deal costs and the office leasehold. Each holdco needs the investment carried at cost, the acquisition debt stated by lender and the interest expense supported. The fund needs limited partner capital accounts, the distribution waterfall and the T5013 that ties to them, plus a T2 with GIFI on each corporation that ties to its HST returns. Our team prepares every deliverable on time.

Accounting & Tax Experts for Private Equity Firms

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Why Choose Our Accounting Services for Private Equity Firms?

1
🎯

Tax Planning — Leverage & Structure

We know the file: ITA paragraph 20(1)(c) tracing, the EIFEL regime in section 18.2, thin capitalization under subsection 18(4), and the subsection 88(1) bump on a wind-up.

2
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Consulting — Shares, Assets & Rollover

We model share purchase against asset purchase before the letter of intent, roll management’s equity under section 85 on Form T2057, and price the tax into the deal.

3
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CRA Representation — Interest & Fee Audits

When CRA challenges an interest deduction, a management fee or a thin capitalization position, we prepare the response and pursue relief on Form RC4288 where a prior error caused the penalties.

4
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Bookkeeping — Fund, GP & Portfolio

We keep the management company and the fund apart, maintain limited partner capital accounts and the waterfall, and consolidate portfolio reporting the limited partners can actually read.

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ACTIVELY ACCEPTING
Private Equity Clients
Includes personal T1 filing for you and your family
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Weekend and evening support until 9 PM
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Private Equity Tax and Accounting Services in Ontario

📄

Corporate and Partnership Tax Filing (T2 and T5013) for Private Equity Firms

T2 returns for the general partner, the management company and every holdco, plus the T5013 for the fund, with interest supported under ITA paragraph 20(1)(c).

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Bookkeeping & Accounting for Private Equity Firms

Limited partner capital accounts, the distribution waterfall, capital calls and deal costs tracked deal by deal in Juniper Square, eFront or Allvue.

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Payroll Services for Private Equity Firms

Deal-team payroll and bonuses, T4 slips, board and director fees treated correctly, and PD7A remittances reconciled every month.

🧾

GST/HST Filing for Private Equity Firms

AFFORDABLE HST filing with the management fee and monitoring fees tested against the ETA subsection 123(1) financial service definition rather than assumed.

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Tax Planning for Private Equity Firms

Share purchase against asset purchase, the subsection 88(1) bump, section 85 rollover equity, and the exit structure modelled years ahead.

⏳

Corporate Catch-Up Filing for Private Equity Firms

File overdue T2 and T5013 years, rebuild the interest tracing and the capital accounts, and get back into CRA compliance with accurate catch-up support.

🛡

CRA Audit Resolution for Private Equity Firms

Expert support on interest deductibility, EIFEL, thin capitalization and management fee reasonableness audits, handled with confidence from the first letter.

📊

CPA Financial Statements (Notice to Reader) for Private Equity Firms

CPA-compiled statements your senior lender and your limited partners accept, with the acquisition debt and the covenant position stated plainly.

🏢

Incorporation Services for Private Equity Firms

General partner corporation, management company and acquisition holdcos incorporated with the share structure and the section 85 rollovers done properly.

📒

Catch-Up Bookkeeping Services for Private Equity Firms

Years of capital calls, distributions, deal costs and intercompany balances reconstructed and reconciled, so your capital accounts are finally accurate.

🌐

US Corporation & LLC Tax Filing for Private Equity Firms

Cross-border filing on US portfolio holdings and non-resident limited partners, covering Part XIII withholding, NR4 slips and T1135 reporting.

📜

Voluntary Disclosure Program for Private Equity Firms

Come forward on unfiled T5013 returns, unsupported interest claims or HST charged on the wrong fee before CRA calls, cancelling penalties through a Voluntary Disclosures Program application.

Accounting & Tax Services Tailored for Private Equity Firms

Real, practitioner-level CPA expertise for lower mid-market buyout firms, independent sponsors, management buyout teams and family office private equity groups across Ontario — built for a business that buys control with borrowed money.

  • We prepare the T2 for your general partner corporation and management company with GIFI on Schedule 100 and Schedule 125, separating the management fee on committed capital from transaction and closing fees, monitoring fees and board fees so CRA reads each stream correctly.
  • We file the T5013 partnership information return for the fund limited partnership and issue a slip to every limited partner, allocating income and capital gains on the agreement’s terms and applying the at-risk rules in ITA subsection 96(2.1) to each limited partner’s deductible loss.
  • We claim the interest on acquisition debt under ITA paragraph 20(1)(c) with a tracing file showing the direct use of the borrowed money, because the purpose test is decided on what the money actually bought, never on the wording of the loan agreement alone.
  • We compute the EIFEL restriction under ITA section 18.2, which limits the deduction of interest and financing expenses by reference to a proportion of adjusted taxable income, and we schedule every financing expense before the return is filed, not after a query arrives.
  • We test the thin capitalization rule in ITA subsection 18(4) at a 1.5 to 1 debt-to-equity ratio wherever the acquisition debt is owed to specified non-residents, because denied interest is also deemed a dividend carrying 25% Part XIII withholding unless a treaty reduces it.
  • We keep the management company accounts and the fund accounts genuinely separate in QuickBooks Online or Xero, because a general partner that runs deal costs, payroll and fund expenses through one ledger cannot support a single management fee figure under review.
  • We maintain limited partner capital accounts in Juniper Square so each partner’s commitment, contributions, distributions and unfunded balance reconcile to the subscription agreements, giving your limited partners a capital account statement that ties to the T5013 slip they receive.
  • We run the distribution waterfall in eFront or Allvue through the preferred return, the general partner catch-up tranche and the carried interest split, so each distribution is calculated on the agreement rather than estimated and corrected in the following quarter.
  • We track every capital call and drawdown against the commitment schedule and reconcile the proceeds into the acquisition holdco that actually used them, which is the same record that supports the direct-use tracing behind your interest deduction.
  • We capture due diligence legal invoices, quality of earnings reports, data room subscriptions and audit fees through Dext and reconcile monthly, keeping the six years of records ITA section 230 requires and making sure no recoverable input tax credit is lost.
  • We run deal-team payroll and closing bonuses through the management company with income tax, CPP and EI withheld and remitted on the PD7A by the 15th of the following month, because CRA’s late-remittance penalty on source deductions reaches 10%.
  • We treat board and director fees paid to your principals as employment income requiring a T4 slip with CPP withheld, because directors’ fees invoiced as consulting are one of the tidiest reassessments a payroll auditor writes on a private equity file.
  • We file your T4 slips and T4 Summary by the last day of February, reconcile them to the PD7A remittances actually made, and monitor total Ontario payroll against the $1,000,000 Employer Health Tax exemption before the threshold is crossed.
  • We test the management fee and any bonus charged between the general partner, the management company and a portfolio company for reasonableness under ITA section 67, because an unsupported intercompany charge is denied in one entity while remaining taxable in the other.
  • We track advances made to principals against ITA subsection 15(2), because a shareholder loan not repaid by the end of the following taxation year is included in that shareholder’s income in full, at a personal rate reaching 53.53% in Ontario.
  • We test the management fee charged by the general partner to the fund against the financial service definition in ETA subsection 123(1) rather than assuming it, because an exempt supply carries no input tax credits and a taxable one changes your filing position entirely.
  • We test each monitoring fee charged to a portfolio company under a services agreement the same way, measuring what is actually being supplied against that definition, because a fee described as advisory and a fee that is genuinely a financial service are taxed differently.
  • Where an acquisition holdco seeks input tax credits on costs relating to the shares or indebtedness of a related operating corporation, we work through the ETA section 186 conditions one by one instead of assuming a holding company recovers tax automatically.
  • We recover the input tax credits available on due diligence legal fees, quality of earnings work, data room subscriptions, fund administration and audit, which on a firm running several processes a year is a substantial recovery in every filing period.
  • We handle GST34 registration and filing across the general partner, the management company and each holdco, monitoring taxable revenue against the $30,000 small supplier threshold over four consecutive calendar quarters so registration happens on time rather than retroactively.
  • We model a share purchase against an asset purchase before the letter of intent is signed, because a share purchase carries the target’s tax attributes and suits the vendor while an asset purchase gives you stepped-up cost and lands goodwill in Class 14.1.
  • We claim the subsection 88(1) bump on a winding-up or vertical amalgamation of an acquired target, stepping up the cost of its non-depreciable capital property, which is the single most valuable step-up a buyer of shares can still reach after closing.
  • We roll management’s equity into the acquisition structure under ITA section 85 on Form T2057, electing amounts that defer the gain a straight share sale would trigger while giving the managers the shares the transaction requires them to hold.
  • We set the salary-and-dividend mix for the principals at the management company so combined tax stays near the 12.2% Ontario small-business rate on active income rather than the 53.53% top personal rate, protecting the $500,000 limit under ITA section 125.
  • We plan at least two years ahead so the principals’ own shares qualify for the $1.25M Lifetime Capital Gains Exemption under ITA 110.6, purifying the balance sheet of assets that fail the asset test and testing ITA section 84.1 on any non-arm’s-length sale.
  • Late filing costs 5% of the balance owing plus 1% per month up to twelve months, so we file the oldest unfiled T2 in the group first to stop the penalty compounding and limit the arrears interest CRA charges on every entity behind it.
  • We file the overdue T5013 partnership information returns and issue the missing slips to your limited partners, because a fund that has not reported allocations leaves every partner unable to file correctly and exposes the partnership to its own penalty regime.
  • We rebuild the direct-use tracing behind each acquisition loan across the unfiled years from capital call notices, closing funds flows and bank records, so the ITA paragraph 20(1)(c) interest claimed in those returns is supported rather than merely asserted.
  • We rebuild the capital cost allowance schedules at the management company across the missing years, splitting Class 50 at 55% for deal-team laptops and servers, Class 12 for software licences, Class 8 for the boardroom fit-out and Class 13 for the office leasehold.
  • We file a Voluntary Disclosures Program application on Form RC199 before CRA contacts you, because a disclosure accepted under the general program cancels penalties in full and gives roughly 50% interest relief on the older years of a multi-entity backlog.
  • When CRA challenges an interest deduction, we produce the funds flow, the capital call notices and the share purchase agreement that trace the borrowed money to the acquisition, because that tracing is what the ITA paragraph 20(1)(c) purpose test is actually decided on.
  • When CRA queries the EIFEL position, we deliver the adjusted taxable income computation and the schedule of interest and financing expenses across the group, so the restriction under ITA section 18.2 is answered with a calculation rather than an argument.
  • When CRA tests thin capitalization, we produce the debt-to-equity computation under ITA subsection 18(4) and the NR4 slips reporting Part XIII withholding on interest paid to specified non-residents, so denied interest and deemed dividends do not both land at once.
  • When CRA reviews a management fee charged between your entities, we support the amount with the services agreement, the time and the deliverables behind it under ITA section 67, because an intercompany charge with no substance is denied where it was claimed.
  • We file the Notice of Objection within 90 days of a reassessment and pursue taxpayer relief on Form RC4288, cancelling penalties and interest that can top $50,000 on a leveraged group where a prior accountant’s error caused them, protecting your Tax Court rights.
  • We prepare the CSRS 4200 compilation engagement financial statements that support the management company’s operating line, the facility that funds due diligence, legal fees and deal-team salaries in the months between one closing and the next.
  • At the holdco level we present the investment at cost, the senior acquisition facility stated by lender and tranche, and the interest expense tied to the tracing file, because that is the package a lender reads before it will advance against a portfolio company.
  • We produce the quarterly covenant compliance certificate on leverage and fixed charge coverage that your senior acquisition facility requires an officer to sign, so a covenant breach is identified and discussed with the lender before the reporting date rather than after it.
  • We prepare limited partner reporting against the ILPA template your institutional investors ask for, showing capital account balances, contributions, distributions and fees by partner so consolidated portfolio reporting arrives without a quarter of follow-up questions.
  • We deliver the compiled statements within 30 days of receiving your records and the year’s figures, because a lender approval or a limited partner reporting deadline ahead of a closing does not wait for a slow accountant.
  • We incorporate the general partner corporation and the management company under the Ontario Business Corporations Act and coordinate the declaration filed under the Ontario Limited Partnerships Act for the fund, so the structure exists properly before the first capital call lands.
  • We incorporate each acquisition holdco with a share structure that puts the debt where the income is, because the level of the chain at which the borrowed money sits is what decides whether the ITA paragraph 20(1)(c) tracing works at all.
  • We complete the section 85 rollover on Form T2057 where a principal or a manager transfers existing shares into the structure, electing amounts that defer the capital gain an outright transfer would otherwise trigger on day one.
  • We open each corporation’s CRA Business Number, HST and payroll accounts within the first 30 days and register the fund and its entities for the filings they will actually need, so no return is missed in the first year of operation.
  • We set the chart of accounts with the management company, the fund, each holdco and the intercompany balances separated from the first transaction, so the records accumulate correctly rather than being untangled three years later under review.
  • We rebuild limited partner capital accounts from the subscription agreements, capital call notices and bank records, because a fund whose partner balances have drifted for three years cannot issue a T5013 slip anyone can rely on.
  • We reconstruct the distribution waterfall across the backlog, recalculating the preferred return and the carried interest split on the agreement’s terms, so distributions already paid are tested against what the agreement actually entitled each partner to receive.
  • We recover the input tax credits buried in unentered legal, quality of earnings, data room and fund administration invoices, because on a firm running several processes a year those credits can reach five figures across a couple of missing periods.
  • We separate broken-deal costs from transaction costs capitalized into the cost of an investment that actually closed, because a backlog that lumps them together overstates the cost base of live holdings and understates the deductions available on the dead ones.
  • We reconcile shareholder loan balances and the interest income charged to each portfolio company, so the intercompany positions agree on both sides of the group before an accurate T2 is filed for any entity in the chain.
  • Where interest on acquisition debt is paid to a non-arm’s-length non-resident lender, we handle the Part XIII withholding at 25% or the reduced treaty rate and file the NR4 slips, so nothing is missed on a cross-border financing.
  • Where non-resident limited partners hold interests in the fund, we handle the withholding and reporting that attaches to allocations and distributions made out of Canada, so the fund is not left funding a partner’s tax out of its own account.
  • We file Form T1135 where foreign property held by the group or its principals passes the $100,000 cost threshold, avoiding a penalty regime CRA applies whether or not any tax was actually owing on the holding itself.
  • Where a non-resident sits above a Canadian acquisition corporation, we review the foreign affiliate dumping rules in ITA section 212.3 against the actual structure before an investment is made, rather than discovering the issue when the return is prepared.
  • We reconcile the Canadian and US returns so foreign tax credits actually land, ensuring tax paid on the same portfolio income in one country offsets tax in the other rather than being written off as a permanent cost of the structure.
  • We bring your fund forward on T5013 partnership information returns never filed, because the partnership penalty and every limited partner’s own filing position both sit behind that one missing return and neither improves with time.
  • We correct interest deducted across several years with no direct-use tracing behind it, because an unsupported ITA paragraph 20(1)(c) claim repeated annually is exactly the pattern CRA finds on a single review of a leveraged group.
  • We correct HST charged on a management fee that may be an exempt financial service, or input tax credits claimed against it, once the ETA subsection 123(1) analysis shows the position taken in earlier periods cannot be supported.
  • We disclose monitoring fee income and shareholder loan interest received from portfolio companies but never recorded in the management company, because intercompany income that one side deducted and the other never reported is matched immediately by CRA.
  • We confirm your disclosure is genuinely voluntary before CRA contacts you — the single condition that makes it valid — file it on Form RC199 and secure the roughly 50% interest relief on the older years, turning an exposure into a managed correction.

Private Equity Structure & Tax Check

Six quick questions on your interest tracing, your EIFEL position, thin capitalization, the subsection 88(1) bump, your fee characterization and whether the management company is incorporated. No fee shown.

1. Do you have a direct-use tracing file behind every acquisition loan?

2. Has your group been measured against the EIFEL regime in ITA section 18.2?

3. Is any acquisition debt owed to a specified non-resident?

4. Was the subsection 88(1) bump considered on your last wind-up or amalgamation?

5. Has your management fee been tested against the ETA subsection 123(1) definition?

6. Is your management company incorporated?

Free CPA Consultation for Private Equity Firms

Case Studies: Private Equity Accounting & Tax

Toronto Buyout Firm — The Loan Nobody Traced

The problem: A Toronto lower mid-market firm had acquired two manufacturers through a holdco funded by a senior facility and a capital call. The interest was deducted in the holdco every year and the only document supporting it was the credit agreement. No funds flow had been kept, the capital call proceeds and the borrowed money had passed through the same account, and part of the drawdown had been used to fund working capital at the operating company rather than the share purchase. Under ITA paragraph 20(1)(c) the deduction turns on the direct use of the borrowed money, and the file could not show it.

What we did: We rebuilt the funds flow from closing statements, capital call notices and bank records, allocated each tranche to the use it actually funded, separated the working capital portion, and built a standing tracing file that is updated at every drawdown.

The result:

  • Every tranche traced to a documented direct use
  • Interest deduction supported across three open years
  • Tracing now built at closing rather than reconstructed

Oakville Independent Sponsor — The Bump Nobody Claimed

The problem: An Oakville independent sponsor had bought a distribution business as a share purchase and, eighteen months later, wound the target up into the acquisition holdco to simplify the group and satisfy the lender. The wind-up was executed as a legal step and nothing else. The target held land and shares of a subsidiary whose cost to the target sat far below what the sponsor had paid for the shares. The subsection 88(1) bump was available on that non-depreciable capital property and nobody had looked at it, which meant the eventual exit carried a gain that the purchase price had already paid for once.

What we did: We reviewed the wind-up, identified the non-depreciable capital property eligible for the bump, prepared the designation and the supporting cost calculations, and set a standing review so every future wind-up or vertical amalgamation is tested before the step is taken.

The result:

  • Bump claimed on eligible non-depreciable capital property
  • Cost base stepped up ahead of the exit
  • Wind-up review now a required step before closing

Ottawa Fund Manager — Capital Accounts Three Years Adrift

The problem: An Ottawa manager ran a fund with nineteen limited partners on a spreadsheet. Capital calls, distributions and the management fee were recorded in the same file as the management company’s own expenses. No T5013 had been filed for two years, partner balances did not agree to the subscription agreements, and the preferred return had been calculated on contributed capital in one year and on committed capital in another. Partners were asking for capital account statements the manager could not produce, and the annual report went out three months late.

What we did: We separated the management company ledger from the fund, rebuilt every partner capital account in Juniper Square from the subscription agreements and call notices, recalculated the waterfall on the agreement’s terms, filed the outstanding T5013 returns with slips, and moved reporting onto the ILPA template.

The result:

  • Nineteen partner capital accounts rebuilt and reconciled
  • Two years of T5013 returns and slips filed
  • Quarterly LP reporting now issued on the ILPA template

Our Simple Process

How We Work With Private Equity Firms

Know Exact Fees within 2 Minutes NOW

Our clear, efficient process ensures every step is transparent, building trust and long-term client relationships.

Here’s a simplified process approach:
Step 1

Kickoff (Document Request)

Collect the limited partnership agreement, the Ontario LP declaration, subscription agreements, capital call notices, share purchase agreements, credit agreements and funds flows, prior T2 and T5013 returns, intercompany agreements and bank statements.

Step 2

First 30 Days (Cleanup & Setup)

Set up QuickBooks Online or Xero for the management company against Juniper Square, eFront or Allvue for the fund, rebuild limited partner capital accounts, and build the direct-use tracing file for every acquisition loan.

Step 3

Monthly Close

Management fee and monitoring fee billing, deal cost coding by transaction, intercompany and shareholder loan reconciliation, GST34 where supplies are taxable, and payroll with PD7A reconciliation at the management company.

Step 4

Quarterly Planning Review

Interest and financing expense against the EIFEL position, thin capitalization on non-resident debt, covenant compliance on the senior facility, salary and dividend mix, and limited partner reporting on the ILPA template.

Step 5

Year-End Close & T2 Filing

Trial balance and statements for every entity, capital accounts and the waterfall agreed, T5013 with slips to each limited partner, T2 with GIFI on each corporation, and CRA preparation.

Get Your Private Equity Firm Taxes Done Right Today

Transparent Pricing for Private Equity Firms

Affordable Pricing for Private Equity Firms

Know Exact Fees within 2 Minutes NOW

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 Private Equity Accountant

Meet your lead private equity accountant. As your fund and corporate tax adviser, you deal with the same two people every year.

Sharad Gondaliya CPA

Sharad Gondaliya, CPA

Principal

Bio

647-212-9559
sharad@gondaliyacpa.ca

Vandana Goel CPA

Vandana Goel, CPA

Accounting Specialist

Bio

647-250-0242
vandana@gondaliyacpa.ca

What Our Clients Say

1300+ five-star reviews from investment, fund and business owners across Ontario and Canada.

Serving Private Equity Firms Across Ontario

Our CPA team provides specialized accounting and tax solutions for private equity firms, independent sponsors and buyout groups throughout Ontario. We understand how an acquisition is structured, why the tracing behind an interest deduction is built at closing, where the EIFEL and thin capitalization limits sit, and what CRA looks at first when it opens a leveraged file.

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

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Private Equity Accounting & Tax FAQs

Should I incorporate my private equity firm?
In practice the question is not whether to incorporate but how many entities the structure needs. The general partner is almost always a corporation, typically incorporated under the Ontario Business Corporations Act, because it carries unlimited liability for the fund’s obligations and nobody sensible holds that personally. The management company is usually a separate corporation so fee income, deal-team payroll and office costs sit apart from the fund, and active income there is taxed at roughly 12.2% in Ontario on the first $500,000 under ITA section 125 rather than a personal rate reaching 53.53%. Each acquisition sits in its own holdco, so one deal’s debt and one deal’s risk do not reach the others. The fund itself is a limited partnership with a declaration filed under the Ontario Limited Partnerships Act. We set the whole chain up, including any section 85 rollover on Form T2057.
Is the interest on my acquisition debt deductible?
It depends on what the borrowed money was actually used for, and that is a question of fact rather than a question of paperwork. ITA paragraph 20(1)(c) allows interest on money borrowed for the purpose of earning income from a business or property, and CRA applies a direct-use test: it follows the money from the drawdown to what it bought. Borrowing to buy shares of a company that can pay dividends generally has that purpose. The problem is almost never the law, it is the record. When the credit agreement is the only document in the file, when the drawdown and a capital call went into the same account, or when part of the money funded something else, the tracing does not hold. We build the tracing file at closing from the funds flow so it never has to be reconstructed under audit.
What is EIFEL and does it affect my leverage?
EIFEL stands for excessive interest and financing expenses limitation, and it lives in ITA section 18.2. It is a separate restriction that sits on top of the ordinary deductibility question: even where interest passes the paragraph 20(1)(c) purpose test, EIFEL can restrict how much of a group’s interest and financing expenses is deductible by reference to a proportion of its adjusted taxable income. It matters to private equity more than to almost any other business because leverage is the model. We do not quote you a ratio or a threshold off the shelf. Whether the regime applies to your group, whether an exclusion is available and what the restriction works out to are determined on your numbers and your group composition, and we compute it each year before the return is filed rather than after CRA asks.
Does thin capitalization apply to my acquisition loan?
Only where the debt is owed to specified non-residents, but if it is, ITA subsection 18(4) applies independently of EIFEL and independently of paragraph 20(1)(c). The rule tests debt owed to specified non-resident shareholders against a 1.5 to 1 debt-to-equity ratio, and interest on the excess is denied outright. The part owners are usually surprised by is the second consequence: the denied interest is also deemed to be a dividend paid to the non-resident, which brings Part XIII withholding at 25% unless a treaty reduces it, reported on an NR4 slip. So a single mistake costs the deduction and creates a withholding liability at the same time. Where a foreign sponsor or a non-resident family member has funded part of the structure, we test this before the money moves.
What is the subsection 88(1) bump and when do I use it?
When you buy a company’s shares you pay for what the business is worth, but the company’s own assets keep their historic cost. The subsection 88(1) bump is the provision that lets a parent step some of that cost up after the fact: on a winding-up of a wholly owned subsidiary, or on a vertical amalgamation, the cost of the subsidiary’s non-depreciable capital property can be increased toward what was paid for the shares. The limits matter. It reaches non-depreciable capital property such as land and shares of other corporations, not depreciable assets and not inventory, and it is bounded by the share cost and by property values at acquisition. Missed, it leaves an exit carrying a gain the purchase price already paid for. We test it before any wind-up or amalgamation is executed, not afterwards.
Should I buy shares or assets?
They pull in opposite directions and that is why the point gets negotiated into the price. An asset purchase gives you cost equal to what you paid, fresh capital cost allowance pools, goodwill in Class 14.1, and no history: you leave the target’s tax exposures behind. The vendor hates it, because the corporation recognizes recapture and gain on the sale and then has to get the money out, which is a second layer of tax. A share purchase gives the vendor one capital gain and possible access to the lifetime capital gains exemption, so vendors push for it, but you inherit the company’s cost base and its liabilities. Where you buy shares, the subsection 88(1) bump recovers part of the step-up. We model both before the letter of intent so the structure is priced rather than discovered.
How is carried interest taxed?
Carried interest is the general partner’s share of fund profits above the preferred return, and it is real economics, not a fee dressed up. How it is taxed depends on how the limited partnership agreement actually creates it. Where carry is a partnership allocation, the character of the underlying income generally flows through to the partner who receives it, so a capital gain allocated as carry is a capital gain in the recipient’s hands. Where the arrangement is closer to a fee for services, that character does not follow. We read the agreement rather than assume the answer, because the difference is large and CRA looks at substance. We also plan for the clawback: carry paid early on a strong exit can have to come back if later deals underperform, and that obligation needs to be visible in the accounts from the start.
Do I charge HST on the management fee and on monitoring fees?
That is tested, never assumed, and it is the single most commonly mishandled item on a private equity file. A “financial service” as defined in ETA subsection 123(1) is an exempt supply, and if a fee is exempt you cannot claim input tax credits on the costs behind it: the HST on legal fees, due diligence, the data room, fund administration and audit becomes a real cost rather than a recoverable one. If the fee is taxable, you charge it and you recover those credits. The management fee charged by the general partner to the fund and a monitoring fee charged to a portfolio company under a services agreement are different supplies and can land differently. We work from what is actually being supplied under each agreement and document the conclusion, because guessing in either direction is expensive.
Can my acquisition holdco claim input tax credits?
Not automatically. A holding corporation that only holds shares is not, by that fact alone, making taxable supplies, so the ordinary input tax credit rules do not give it recovery on the legal and advisory HST it pays on a deal. ETA section 186 is the provision that can allow a corporation to claim credits on costs relating to the shares or indebtedness of a related operating corporation, and it has conditions that have to be satisfied rather than assumed. We work through them one at a time against your actual structure and the actual invoices, and we document the conclusion before the return is filed. On a transaction with serious legal and due diligence costs, the difference between recovering that tax and absorbing it is usually the largest single HST number in the deal.
How do I set up management rollover equity?
Rollover equity is the piece of the deal where the managers you are backing put part of their proceeds back into the new structure instead of taking cash. Done carelessly, they are taxed in full on the shares they sold and then fund the reinvestment out of after-tax money, which is a bad start to a partnership. ITA section 85 lets a manager transfer shares to the acquisition corporation and elect an amount that defers the gain on the rolled portion, filed on Form T2057 by the deadline. The mechanics need attention: the elected amount, the consideration taken back, the share terms and the interaction with ITA section 84.1 where the parties are not at arm’s length. We handle the election and the supporting schedules as part of closing rather than as a year-end afterthought.
Do I have to file a T5013 for the fund?
Where the fund is a limited partnership, a T5013 partnership information return is generally required, with a slip to each limited partner reporting that partner’s allocated share. The partnership itself does not pay tax; it allocates income, losses and capital gains to the partners, who report them on their own returns. Two things go wrong on funds we inherit. First, the return is simply never filed, which leaves every partner unable to report correctly and exposes the partnership to its own penalties. Second, the allocation does not agree to the capital accounts, usually because distributions and the waterfall were tracked on a spreadsheet. A limited partner’s deductible loss is also capped by the at-risk rules in ITA subsection 96(2.1). We rebuild the capital accounts first, then file.
What can a private equity firm write off?
At the management company: deal-team salaries and bonuses, office rent, professional fees, CVCA, ACG Toronto and ILPA dues, DealCloud, Carta, Juniper Square and data room subscriptions, travel to management meetings and diligence sessions, D&O and representations-and-warranties insurance, and fund administration and audit costs. Interest on acquisition debt is deducted under ITA paragraph 20(1)(c) subject to the EIFEL restriction in section 18.2 and thin capitalization in subsection 18(4). Financing fees on the senior facility that are not interest are generally deductible over five years at 20% a year under ITA paragraph 20(1)(e). On capital, deal-team laptops and servers go to Class 50 at 55%, software to Class 12, office furniture to Class 8 and the office leasehold to Class 13, all on Schedule 8. Broken-deal costs are treated separately from costs capitalized into a deal that closed.
How do I structure the exit from a portfolio company?
The same shares-versus-assets question comes back, from the other side. Selling shares gives the holdco one capital gain and keeps it simple; selling assets gives the buyer a step-up and usually a better price, but triggers recapture where proceeds exceed undepreciated capital cost and leaves the proceeds inside the company. Before any pre-sale dividend moves between corporations, safe income has to be computed and ITA subsection 55(2) tested, because a dividend that exceeds safe income can be recharacterized as a capital gain. The non-taxable half of a capital gain lands in the capital dividend account under ITA subsection 89(1) and is paid out tax-free on an election filed on Form T2054 before the dividend becomes payable. For the principals’ own shares we plan two years ahead toward the $1.25M Lifetime Capital Gains Exemption under ITA 110.6, with purification where the balance sheet would fail the asset test.

Related Industries We Serve

Accountant for Venture Capital Firms

  • Fund partnership tax filing and T5013
  • Limited partner capital accounts
  • Corporate tax planning and advisory

Accountant for Portfolio Managers

  • Fee income and HST characterization
  • Management company bookkeeping and payroll
  • Corporate tax filing and statements

Accountant for Investment Companies

  • Investment income and refundable tax
  • Holding company bookkeeping
  • Corporate tax filing and planning

Accountant for Joint Venture Businesses

  • Co-investment and participant reporting
  • Intercompany and allocation bookkeeping
  • Corporate tax filing and advisory

Private Equity Accounting & Tax Done Right.

T2 and T5013 filing across the fund, the general partner and every acquisition holdco, interest on acquisition debt supported by a direct-use tracing file under ITA paragraph 20(1)(c), the EIFEL restriction in ITA section 18.2 computed before the return is filed, thin capitalization tested under ITA subsection 18(4) at 1.5 to 1 where debt is owed to specified non-residents, the subsection 88(1) bump claimed on a wind-up, management rollover equity done under section 85 on Form T2057, and the management fee and monitoring fees tested against the ETA subsection 123(1) financial service definition. AFFORDABLE flat fees, no hourly billing. Licensed CPA Ontario. 1300+ five-star reviews. 30-Day Money-Back Guarantee.



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