Yes, the corporation can owe you money, just not only money
A promissory note is ordinary and legitimate consideration in a section 85 transfer: the corporation acquires your asset and, instead of paying entirely in shares, it signs a debt back to you for part of the price. The one thing the note cannot do is stand alone. The election requires at least one share of the corporation to be issued to you, so the minimum viable package is one share plus the note; without that share, there is no rollover and the transfer is a taxable sale. In practice most of these deals close with exactly that shape, a single share class beside a note, or a note beside fixed-value preferred shares.
The note itself is usually simple on purpose: a non-interest-bearing demand note for a stated amount, documented at closing alongside the transfer agreement and the share issuance. It is real debt on the corporation's balance sheet, enforceable by you and visible to anyone who reads the financial statements. In tax language the note is boot, non-share consideration, and boot is what the rest of this page is about, because its size against your tax cost decides everything. The wider machinery, including the T2057 election and its deadline, is set out in what a section 85 rollover is.
Paper the note like the real debt it is. That means a signed note with a stated principal, its demand or term nature, any interest, and the corporation's directors resolving to issue it, plus a running record of every repayment as it happens. Years later, the difference between a tax-free note repayment and an unexplained withdrawal from the company is exactly that paper trail, and CRA reviews shareholder accounts with the distinction in mind.
Notice what the note is not: a substitute for the shares' job. Shares carry ownership, votes and any future growth; the note is a fixed claim that shrinks with every repayment and then disappears. Owners who want value out lean on the note, owners who want control or upside are really choosing share terms, and most transfers need a deliberate measure of both.
The line that matters: the note against the property's tax cost
The rules will not let the elected amount fall below the boot you take, so the note effectively sets a floor under the election, and your tax cost is the highest that floor can go before something breaks. That gives every note one of three sizes, and only the first is fully clean.
| If the note is | At the transfer | When the corporation repays it |
|---|---|---|
| At or under the property's tax cost | Full deferral holds; the election sits at cost | Repayments come to you with no tax, until the note is gone |
| Between tax cost and fair market value | The election is forced up to the note; gain is triggered on the excess over cost | Repayments are still tax-free; the tax was paid up front instead |
| Above fair market value | Outside the rollover's limits; the excess is a taxable shareholder benefit | A problem no repayment schedule fixes |
The middle row is sometimes chosen deliberately, when a measured gain this year is acceptable in exchange for a bigger note, for example where capital losses will absorb it. The bottom row is never chosen, only stumbled into, usually through an optimistic valuation. And the top row is the default plan: note equal to tax cost, election at cost, everything deferred. How that election number is picked, and what fences it in, is the subject of how the elected amount is chosen in a section 85 rollover.
Remember that the ceiling is shared. Cash and debt the corporation assumes are boot too, so a mortgage that moves across with a property eats the same room the note would use. On heavily depreciated or heavily financed assets, the tax cost can be far smaller than the value, and the safe note smaller than owners expect.
The first band is the everyday case and worth restating plainly. Your tax cost is the amount you can be owed with no tax now and none later: the election sits at cost, the note equals it, and the shares carry the rest of the value. The second band is a priced decision, more debt now in exchange for a known gain today, sometimes sensible when losses are available to soak it up. Nobody plans to be in the third band; valuations and price adjustment clauses exist to keep you out of it.
Why owners take the note: repayment beats dividends
Repaying principal on a debt is not income, so every dollar the corporation pays against the note reaches you with no personal tax, no source deductions and no dividend gross-up arithmetic. For an owner who has just transferred an asset with meaningful tax cost, the note becomes a drawing account for the next several years: the corporation earns, pays its corporate tax, and hands you the after-tax cash as note repayments instead of salary or dividends until the note is exhausted. Nothing else in the system gets your original investment back out this cleanly.
The comparison with the alternatives is where the note shines. Salary reaches you minus withholdings and payroll filings; dividends reach you grossed up and taxed on your return; the note reaches you whole, because the tax system already dealt with it at the transfer. That does not make it free money, since the corporation still earned and paid tax on the cash it uses to repay you, but the second layer of personal tax disappears for as long as the note lasts. For many owners the note quietly replaces years of dividend planning.
The note also behaves better than its alternative inside the share structure. Paid-up capital on shares issued in a rollover is ground down to the elected amount minus the boot, so the shares themselves rarely offer a tax-free exit; the note carries the extraction value instead, dollar for dollar. Interest is optional on a shareholder note like this: most are non-interest-bearing, and if interest is charged it is taxable income to you, so simplicity usually wins. What the note cannot do is grow; it is frozen at its face amount, which is exactly why it pairs naturally with shares that carry the future growth.
Keep the note separate from the ordinary shareholder loan account, in the books and in your head. The note is the corporation's debt to you, and drawing against it is repayment; the shareholder account tracks the running traffic both ways, and letting it drift into the corporation lending you money brings its own income-inclusion rules with a clock attached. Bookkeeping that shows note repayments as note repayments is what keeps the tax-free character defensible. A demand note can also simply sit: untouched for a decade, then drawn to fund a renovation or a retirement year, a flexible reserve rather than an income stream, so long as every draw is recorded against the balance.
Where the note backfires
The note is real debt, and its problems are the problems of real debt. If the corporation's cash flow cannot actually service repayments, the note just sits there, an unpaid liability that lenders read as leverage when they size credit; a large shareholder note can crowd the corporation's borrowing capacity at exactly the moment it needs a facility. Forgiving the note later is not a quiet fix either, because the debt-forgiveness rules attach tax consequences to a debt that is settled for less than its amount. A note should be sized to what the corporation can genuinely repay, not to the maximum the rules allow.
Expect your bank to have opinions. Lenders routinely require a shareholder note to be postponed behind their facility, meaning the corporation cannot repay you while the bank debt is outstanding without consent, and some credit agreements bar repayments outright when covenants are tight. A note you cannot legally collect for five years still works as tax planning, but it fails as a drawing account, and you should know which one you are buying before closing.
Two situations need extra care before any note is signed. Where the property you transfer is shares of another corporation, the anti-stripping rule in section 84.1 can convert the note into a taxable deemed dividend, and that analysis has to happen before closing, not after. And at death, an unpaid note is an asset of your estate at face value: it freezes that value into your estate, your executor must collect or deal with it, and it belongs in your will planning alongside the shares. As a corporate reorganization and tax planning CPA in Ontario, we size the note against cash flow, the lender picture and the estate plan at the same time, because the three pull in different directions more often than not.
What changes the answer
Five facts decide how big the note should be, and whether it should exist at all:
- The property's tax cost: the ceiling on a clean note; low cost means little room, whatever the asset is worth.
- Other boot in the deal: cash and assumed debt use the same ceiling, so a mortgaged asset may leave no room for a note.
- The corporation's cash flow: a note it cannot repay is a balance-sheet weight, not a benefit.
- Whether the property is shares: share transfers bring section 84.1 into play and can turn the note into a deemed dividend.
- Your estate plan: the note is frozen value in your estate; sometimes that is the goal, sometimes it is the flaw.
We paper notes as part of the whole rollover, the election, the share terms, the repayment schedule and the estate fit designed together as a defined-scope file under Strategic Projects. If a note is the wrong tool for your transfer, the analysis stage is where we say so, and it starts with a free 15-minute discovery call.
