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Insurance · for business owners

Partner and shareholder life insurance: funding a buy-out

When business partners or shareholders sign a buy-sell agreement, life insurance is often how the buy-out is paid for: if one owner dies, the policy provides the money for the others or the company to buy that owner's shares from the family at an agreed price. Policies can be owned by each owner on the others or by the company. Premiums are generally not deductible, and a company that receives the proceeds can usually pay them out tax-free through the capital dividend account.

Finvo insurance guideUpdated Reviewed by the Finvo tax team6 min read

Finvo does not sell insurance. A licensed agent from our partner network advises; we cover the tax side.

Key points

  • A buy-sell agreement (often part of a shareholder agreement) sets who buys a departing owner's shares, at what price and when.
  • Life insurance can provide the money at the moment it is needed, so the family is paid and the business continues.
  • Policies are commonly owned by each owner on the others (criss-cross) or by the company.
  • Premiums are generally not deductible; proceeds to a private company add to its capital dividend account.
  • The agreement is drafted by your lawyer; the insurance comes from a licensed agent; we cover the tax.

Why owners insure a buy-sell agreement

Without a plan, an owner's death can leave the surviving owners in business with the family, who may want income the business can't pay, and leave the family holding shares it can't easily sell. A buy-sell agreement sets the rules in advance. The hard part is the money: few owners or companies have the purchase price sitting in cash. Life insurance on each owner is one common way to have it ready. Some agreements also deal with disability or critical illness, with insurance to match.

Common ownership set-ups

Two common ways buy-sell insurance is held (general features; the right set-up depends on your agreement and tax position)
Set-upHow it worksPoints to weigh
Criss-cross (owners hold policies on each other)Each owner owns and pays for a policy on the other owners and uses the proceeds to buy the sharesPremiums are paid with personal after-tax money; harder to manage with more owners
Corporate-ownedThe company owns policies on each owner and uses the proceeds to buy back or redeem sharesPremiums paid with corporate money; the capital dividend account comes into play

The way the purchase is structured changes the tax for the family and the surviving owners, which is why the agreement, the policies and the tax plan should be designed together.

Buy-sell insurance and tax

  • Premiums for buy-sell life insurance, whether paid personally or by the company, are generally not deductible.
  • Death benefits are received tax-free. When a private corporation is the beneficiary, the proceeds above the policy's adjusted cost basis are added to its capital dividend account and can be paid to shareholders as tax-free capital dividends, by election.
  • The deceased owner's shares are generally treated as sold at fair market value just before death, which can create a capital gain on the final return unless the shares pass to a spouse or partner.
  • A policy the company pays for but an owner owns can be a taxable shareholder benefit.

Where Finvo fits

We work with your lawyer on the tax side of the shareholder agreement, track the capital dividend account, file the capital dividend election when proceeds are paid out, and prepare the final return. We are not lawyers; the agreement itself is your lawyer's work.

Finvo itself does not sell insurance or give insurance advice. Finvo can connect you with a licensed insurance agent from our partner network who can help with insurance advice if you need it. The licensed agent advises on products and coverage; Finvo covers the tax side. Insurance and other specialists are joining Finvo as contractors, so a group of consultants can work on your file together and you don't have to go from place to place.

Whoever you deal with, you can check that an agent is licensed: in British Columbia with the Insurance Council of BC licensee directory, and in Alberta with the Alberta Insurance Council agent lookup.

This page is general information, checked against the sources below on 5 Nov 2026. Every policy and plan has its own terms; it isn't insurance, tax, investment or legal advice for your situation.

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Questions

Buy-sell insurance, answered

What is buy-sell insurance?

It is life insurance (sometimes with disability or critical illness cover) used to fund a buy-sell agreement between business owners, so that if an owner dies the others or the company have the money to buy that owner's shares from the family at the agreed price.

Are buy-sell insurance premiums tax-deductible?

Generally not, whether the owners pay them personally or the company pays them. The death benefit is generally received tax-free.

What is the capital dividend account?

It is a running total a private corporation keeps of certain tax-free amounts, including life insurance proceeds above the policy's adjusted cost basis. The company can pay those amounts to shareholders as tax-free capital dividends by filing an election.

Does Finvo arrange buy-sell insurance?

No. Finvo itself does not sell insurance or give insurance advice. Finvo can connect you with a licensed insurance agent from our partner network who can help with insurance advice if you need it; your lawyer drafts the agreement, and we cover the tax side.

Sources, checked 5 Nov 2026. Rules and policies have exceptions and can change. This page is general information, not insurance, tax, investment or legal advice for your situation.

  • CRA, Income Tax Folio S3-F2-C1, Capital Dividends (canada.ca): the life insurance proceeds component of the capital dividend account: proceeds less the policy's adjusted cost basis.
  • CRA, Capital gains: prepare returns for someone who died (canada.ca): the deemed sale of capital property, such as shares, just before death, and the transfer to a spouse or common-law partner.
  • Income Tax Act, s. 18(1)(a) and (b) (laws-lois.justice.gc.ca): the general rule: an outlay is deductible only if made to earn income from a business or property, and not on account of capital.
  • Financial Consumer Agency of Canada, Life insurance (canada.ca): the one-time, tax-free death benefit; term, whole and universal life; cash value and policy loans; beneficiaries.
  • Insurance Council of British Columbia, Licensee directory (insurancecouncilofbc.com), and Alberta Insurance Council, Agent lookup (abcouncil.ab.ca): public searches that show whether someone holds an insurance licence and what they may sell.
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