Twenty-five years ago, Angelo and Fred started their own consulting company, XYZ Co. Angelo, who is 55, retired from the business on December31, 2019. He and his wife plan to travel throughout Canada during retirement.

It is now January5, 2020. Fred would like to purchase Angelo's 50% share of XYZ.

Earnings have been stable over the past 10 years, and Fred and Angelo have agreed to a purchase price of three times the prior year's earnings after tax. Since Angelo's wife already has a trip booked for early February, both Fred and Angelo would like to have the transaction wrapped up as quickly as possible. They have asked you, CPA, to review the attached income statement and notes and provide an estimate of XYZ's federal income tax expense for 2019 and let them know if they need to pay any further instalments to the Canada Revenue Agency (CRA).

Fred does not anticipate having the cash resources to complete the purchase and is concerned about his ability to pay the debt service costs if he has to borrow money to purchase Angelo's shares. As the two men are friends, Fred would like to structure the purchase so that it provides the optimal tax advantage to Angelo.

Fred has heard about the capital gains exemption and wonders whether it could be applied to this transaction. Neither Angelo nor Fred has disposed of any capital properties in the past. XYZ only holds assets that are essential to the operation of the business.

In addition to your tax estimate, they would also like you to prepare a memo providing advice on how to structure this transaction.

Appendix I

XYZ Co. draft financial statements

Draft unaudited statement of earnings

For the year ending December31

2019

Revenue$449,000

Expenses

Salaries and wages120,478

Utilities13,325

Insurance4,666

Travel and conferences18,270

Repairs and maintenance19,565

Miscellaneous29,114

Professional fees24,387

Amortization 11,500

Interest expense1,687

Meals and entertainment6,859

Golf membership3,478

Total expenses253,329

Income before taxes$195,671

Notes:

1.XYZ had made investments in equipment to support their business. At December31, 2018, the equipment had an undepreciated capital cost of $78,000 in Class 8.

2.Interest was incurred in 2019 because XYZ didn't file its 2018 tax return until August 2019. As there was a small balance owing, the CRA assessed interest and penalties of $1,687.

3.XYZ qualifies for the small business deduction and has a tax rate of 9%.

4.During the year, XYZ made tax instalments of $28,000 to the CRA.