Canada: Should You Be Considering An Estate Freeze?

Do you own assets that are growing in value, such as shares in a privately held company, a portfolio of investments or land? If so, you may be able to arrange your affairs so as to minimize income tax on any future gain in the value of those assets, save provincial probate fees on your death, and plan for the orderly succession of your wealth into the hands of the next generation.

These are some of the objectives that lead people to consider an estate freeze.

What is an estate freeze?

Simply put, an estate freeze is a transaction which limits, in whole or in part, the growth in the value of assets ("original assets") by replacing them with assets that have a fixed value ("frozen assets"). Future growth in the value of the original assets then generally accrues to the benefit of other persons, often children and grandchildren of the individual carrying out the estate freeze (the "freezor"). The transaction is also often implemented in a way that will permit the freezor to continue to control all of the assets and the revenue that flows from them.

Implementing a freeze

The most common method involves the use of a private holding company. Typically, the freezor transfers his or her original assets to a holding company in exchange for voting preference shares of that company. The value of the preference shares received will be equal to the value of the original assets at the time of the transfer and the preference shares will not increase in value in the future. In this way, a the original assets owned by the freezor is achieved.

The holding company then issues common, non-voting shares to new shareholders designated by the freezor, often his or her children or grandchildren or the trustee(s) of a family trust established for their benefit. Any growth in the value of the original assets after the freeze will accrue to these new common shares. The freezor can continue to control the holding company through the ownership of the preference shares.

Many variations of this structure are possible. The final plan should be designed to achieve the specific objectives of the freezor and should reflect his or her personal and financial circumstances and those of family members or others who are intended to benefit from the freeze.

Potential advantages associated with an estate freeze

01|Income tax advantages

Because the preference shares that the freezor receives will not increase in value, the capital gain on those shares, when they are eventually disposed of, will not increase. This means that some certainty is achieved in terms of the tax payable in respect of the preference shares on the death of the freezor.

If the estate freeze is structured so that any increase in the value of the common shares accrues to the freezor's children, assuming that the children outlive the freezor, this will result in a deferral of the tax liability owed in relation to that increase in value until the children either dispose of the common shares or die, whichever first occurs. Even if the tax deferral is only for a few years, depending upon the amount involved, this can result in a substantial benefit to the children.

The tax payable on the disposition of shares of the holding company by the freezor and the children can be further reduced by having each of them use his or her small business capital gains exemption of C$750,000, if it is available.

There is also the possibility of "income splitting" with the children and grandchildren of the freezor. As recipients of dividends on the shares that they hold, they will often be in a lower tax bracket and therefore be taxed at a lower rate than the freezor; however, certain "attribution" rules in the Income Tax Act (Canada) can negate any income splitting benefits. The greatest flexibility to income split will generally only exist if the children or grandchildren are 18 years of age or older.

02|Reduction in probate fees

Through careful planning, provincial probate fees payable by the estate of the freezor can also be reduced and, in some instances, eliminated. This can amount to a saving of 1.4 per cent of the value of the shares in the holding company. This may be achieved through the redemption of the preference shares while the freezer is alive (called a "wasting freeze"), by the use of a multiple will strategy, or by transferring the shares to an alter e tner trust, the latter option being advisable if the freezer is 65 years of age or older.

03 | Family legacy assets

An estate freeze can also be an effective component of a plan designed to pass ownership and control of a family legacy asset, such as a family business, into the hands of the next generation. The use of a trust as part of the plan can ensure that the structure is flexible, giving the freezor time to consider, for example, which of his or her children or grandchildren are best suited to take over the control of the business when the freezor is ready to relinquish that control.

04 | Asset protection

The interposition of a holding company and a trust may provide asset protection in some circumstances for family members who might be faced in the future with a claim by a disgruntled spouse under family law legislation or by a creditor. However, the extent of this protection will depend on a number of factors and legal advice should be sought if this is a consideration.

Timing of an estate freeze

The timing of an estate freeze depends upon many factors, including, for example, the personal and financial circumstances of the freezor and those of his family members, as well as the nature of the family business, if one is involved. One of the biggest mistakes sometimes made is putting in place a structure that does not have sufficient flexibility to accommodate future changes in circumstances and needs. If proper care is not taken, a freezor can be left with inadequate assets to sustain his or her lifestyle and support future business plans. A proper estate plan should ensure that this does not happen.


Even where it is appropriate to implement an estate freeze, it will likely be only one component of a well-designed plan intended to achieve a client's objectives. The lawyers in our Wealth preservation group would be pleased to work with you to design a plan that works for you.

About Norton Rose Fulbright Canada LLP

Norton Rose Fulbright is a global law firm. We provide the world's preeminent corporations and financial institutions with a full business law service. We have 3800 lawyers and other legal staff based in more than 50 cities across Europe, the United States, Canada, Latin America, Asia, Australia, Africa, the Middle East and Central Asia.

Recognized for our industry focus, we are strong across all the key industry sectors: financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare.

Wherever we are, we operate in accordance with our global business principles of quality, unity and integrity. We aim to provide the highest possible standard of legal service in each of our offices and to maintain that level of quality at every point of contact.

For more information about Norton Rose Fulbright, see

Law around the world

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
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.