Canada: Taxation Of Employee Stock Options

Many businesses use stock options to attract and reward good employees. Stock options give employees the opportunity to share in the future growth of a company without reducing the company's cash flow. If the stock options are structured properly, the employee can enjoy the benefit on a tax-effective basis. 

Employees typically receive stock options, granting them the right to purchase shares of the employer corporation at a fixed price (the exercise price) on a future date. The granting of the stock option does not create an immediate tax event for the employee. A taxable employment benefit is triggered when the employee exercises the options and acquires shares of the company. The benefit is equal to the amount, if any, by which the fair market value (FMV) of the shares at the time the employee acquires them exceeds the amount paid by the employee for the shares (the exercise price). The employment benefit is also added to the employee's adjusted cost base (ACB) for tax purposes so the employment benefit is not taxed again on a subsequent disposition. 

The employee may also be entitled to an offsetting deduction equal to 50 per cent of the amount of the employment benefit if certain conditions are met. Generally speaking, the deduction is available if the shares acquired are prescribed shares (typically ordinary common shares), the exercise price was not less than the FMV of the shares at the time the options were granted, and the employee was dealing with the employer at arm's length. The deduction results in the employment benefit being effectively taxed as if it were a capital gain, notwithstanding that the benefit is income from employment. 

Although stock option benefits are included in an employee's income from employment, the employer corporation is not permitted to claim a deduction in respect of those benefits. Where the stock option plan provides an employee the choice to receive cash in lieu of shares, and the employee opts to receive cash, the employer is permitted a deduction for the cash payment. However, the employee may not claim the 50 per cent deduction on the employment benefit amount at the same time unless the employer files an election to forego the deduction on the cash payment. 

Canadian-controlled private corporation

The above rules are even more advantageous when the employer is a Canadian-controlled private corporation (CCPC), a private company that is not controlled by any non-Canadian residents or public companies. 

The timing of the taxation of the employment benefit is deferred to the taxation year in which the employee sells the shares, as opposed to the taxation year in which the employee acquired the shares. The employment benefit will be calculated as discussed above. Moreover, the employee may also claim the 50 per cent offsetting deduction as long as the individual holds the shares of the CCPC for at least two years before selling them. There is no requirement that the exercise price be at least equal to the FMV at the date of grant, nor any requirement that the shares qualify as prescribed shares in order to be eligible for the deduction. 

Consider, for example, a key employee, Bob, who is granted options in 2015 to acquire 1,000 common shares of his employer company at an exercise price of $10 per share, which is the current FMV. In 2016, the FMV increases to $20 per share and Bob exercises his options, purchasing 1,000 shares for $10,000. In 2018, the shares increase to $30 per share and Bob decides to sell his shares. The tax consequences for Bob depend on whether the issuing company is a CCPC or not:

  Income Inclusion
 Option grant date Non-tax event   Non-tax event  
 Exercise date    
 Employment benefit ($20 – $10) × (1,000 shares)   $10,000  
 Income deduction (50%) (exercise price = FMV at the date of grant, shares  qualify as
  prescribed shares)
 Employment income inclusion in 2016   $5,000  
 Disposition date     
 Proceeds of disposition ($30 × 1,000 shares) $30,000   $30,000  
 Adjusted cost base ($10 exercise price + $10 employment benefit)
($20,000)   ($20,000)  
 Capital gain $10,000   $10,000  
 Portion taxable 50%   50%  
 Taxable capital gain income inclusion in 2018 $5,000   $5,000  
 Employment benefit  ($20 – $10) × (1,000 shares) $10,000    
 Income deduction (50%) (shares held for 2 years) ($5,000)    
 Employment income inclusion in 2018 $5,000    
 Total income inclusion (2015 to 2018) $10,000   $10,000  

If the issuing company is not a CCPC, Bob will pay tax on the employment benefit when he exercises his options and acquires the shares in 2016. Because the shares are ordinary common shares and the exercise price is not less than the FMV of the shares at the time the options were granted (Bob is dealing with his employer at arm's length), Bob may also claim a deduction of 50 per cent of the employment benefit, effectively taxing it at the same rate as a capital gain. Thus, Bob will have an employment income inclusion of $5,000 in 2016, and when he sells his shares he will realize a taxable capital gain of $5,000 in 2018. 

If the issuing company is a CCPC, Bob will not have to pay tax on the employment benefit until he disposes of the shares in 2018. Because Bob held the shares for more than two years after the options were exercised, he will also be able to claim a deduction equal to 50 per cent of the benefit. If Bob had held the shares for less than two years, he would still be able to claim the 50 per cent deduction of the employment benefit since the other conditions are met (i.e. the shares are prescribed shares, the exercise price was not less than FMV, and Bob was dealing with his employer at arm's length). 

Thus, Bob will have a total net income inclusion of $10,000 in 2018, comprising of the $5,000 employment income (related to the increase in the shares' value net of the 50 per cent deduction when he exercised his options in 2016), plus the $5,000 taxable capital gain realized on the disposition of the shares. 

Bob may be able to shelter the $5,000 taxable capital gain if the shares he sold are eligible for the capital gains exemption for qualified small business corporation shares. Individuals are entitled to a lifetime capital gains exemption of up to $813,600 (for 2015) on such shares. 

However, if the shares decline in value and Bob sells them in 2018 for $10,000 (less than their $20,000 value when he exercised the options), he will still have an income inclusion of $5,000 (the employment benefit after the 50 per cent deduction), which is subject to tax, and a $5,000 allowable capital loss (($10,000-$20,000) x 50 per cent). Although the employment benefit is afforded the same tax treatment as a capital gain, it is not actually a capital gain. Thus, the $5,000 allowable capital loss realized in 2018 may not be used to offset the employment benefit. 

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.