Reference no: EM132703887
Question - Hal Lelulia is the sole shareholder of Microcosm Ltd., a corporation with an October 31 year-end. Microcosm Ltd. produces trivia games. Hal started the corporation with an initial capital investment of $30,000 for which he received 1,000 shares.
Hal has let it be known that he wants to sell his business to enable him to build up a new tax consulting business. As a result, Hal has received two separate offers, both from individuals and both effective January 1, 2020.
Offer One Tu Taxed is willing to pay $1,000,000 for the shares of Microcosm Ltd.
Offer Two Shel Ter is willing to buy the assets through an existing corporation that she owns. Shel's offer is as follows:
Asset Offer
Marketable securities $14,000
Accounts receivable 60,000
Inventory 254,000
Land 372,000
Building 330,000
Equipment 12,000
Goodwill 180,000
Total offer $1,222,000
You have been given the following additional information.
1. Details of the assets and liabilities of Microcosm Ltd.
Assets Tax Value
Cash $15,000
Marketable securities adjusted cost base 26,000
Accounts receivable $62,000
Less: allowance (6,000)
56,000
Inventory cost amount 230,000
Land adjusted cost base 144,000
Building UCC (capital cost is $235,000) 203,000
Equipment UCC (capital cost is $65,000) 22,000
Goodwill UCC Class 14.1 (cost is $38,000; acquired 2016) 20,500
Liabilities
Trade payables 47,000
Bank loan 118,000
2. The paid-up capital of the outstanding shares in Microcosm Ltd. is $30,000.
3. The capital dividend account of Microcosm Ltd. is $94,000 before any sale of assets under the offer above.
4. The refundable dividend tax on hand balance of Microcosm Ltd. was $18,000 on October 31, 2019.
5. Hal and Shel have agreed to file an election under section 22 of the Income Tax Act for the transfer of the accounts receivable should they eventually agree to a deal.
6. Microcosm Ltd. has the following tax rates:
a) 13% on active business income up to the small business deduction limit (there are no associated companies)
b) 40% on other income (before the 10?% additional refundable tax on aggregate investment income and before the refundable Part I tax on investment income)
The corporation will have a nil GRIP balance at the time of a winding-up.
7. Hal pays personal tax at the top marginal combined federal and provincial rate of 42.5% on actual dividends from the low-rate income of a CCPC and 50% on all other income.
8. Hal utilized all of his capital gains exemption on a previous sale of the shares of a qualified small business corporation.
Required - Advise Hal as to which offer will provide him with the most after-tax funds.