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Sale of a business

If a Sole Proprietor wants to sell their business (Inventory, Goodwill, business name and domain) do they have to charge HST on the sale price? Can they file an election to not charge HST and the buyer not pay HST? Also, does the seller include the sale as income or is there a capital gains exemption for this?

Thank you for any help!

GST44 Election? Could likely apply if the proprietor was selling all or substantially all of their business.

Things such as the sale of Inventory would be considered business income, goodwill and fixed assets would be subject to recapture and capital gains. No capital gains exemption available (unless the business is a farm or fishing business).

to file the exemption, all of the conditions need to be met
The seller and the buyer can jointly make this election if they meet all of the following conditions:

  1. The seller makes a business or part of it that was established or carried on by the seller, or that was established or carried on by another person and acquired by the seller
  2. Under the agreement for the sale, the purchaser acquires ownership, possession, or use of all, or substantially all, of the property necessary for the purchaser to be capable of carrying on the business or part as a business.
  3. One of the following situations applies:
  • the seller and the purchaser are both registrants;
  • the seller and the purchaser are both non-registrants; or
  • the seller is a non-registrant and the seller is a registrant.

When all of the eligibility requirements are met and the election is made, GST/HST is not payable on the items you discuss, so that the seller does not have to collect and the purchaser does not have to pay the GST/HST/.
Just make sure the client doesn’t fall into one of those special cases listed by cRA.