Real estate investing has many levels, when you are just getting started you probably aren’t thinking too much about incorporation, you are just thinking about picking up your first or second property. But, it’s never a bad time to plan and learn about how different real estate investors structure their deals and the age old question of whether or not you should incorporate to purchase an investment property. Why do people even care about incorporating in the first place. Today I’m going to discuss the different structures to conduct a real estate investment and the thought process behind each, when it makes sense and when it doesn’t make sense to incorporate.
Before I get into the meat and potatoes, just a disclaimer, speak to a tax professional, speak to a lawyer, speak to a CPA, in order to figure out what is right for you. Every situation is different. This blog is just for informational purposes and to get you thinking, I am not a lawyer or a CPA (yet). With that out of the way lets get into it.
Small Time Real Estate Investor:
If you are a small time real estate investor, say you own your primary residence and maybe 1 or 2 other residential properties that you rent out. Does it make sense to incorporate? Well you’ll hear this a lot today, it depends, but in this case most likely not. The reason being that passive income in a corporation like rental income is taxed close to 50% in a corporation. So if your marginal tax rate personally is lower once you include the rental income, it doesn’t really make sense. Obviously, there are nuances and considerations if you co-own property with someone else, or your tax rate is higher, then you’ll want to consult your investment team.
There is further nuance to consider, and this relates to refundable taxes on the corporate income. So while you pay 50% up front without getting into details, you can get a refund of about 30%. Making the actual tax paid closer to 20%.
Where incorporation does make a lot more sense is if you are operating your real estate as a business. So maybe you are flipping homes, maybe you are managing commercial property and the income can be realized as business income. If this is the case and the business is making less than $500,000 a year, your corporate tax rate is around 10%. Then you can choose to do what you want with the retained income and either leave it in the corporation for future investment, or pay it out to the shareholders as a dividend which generally speaking has a lower tax rate than earned income. So there are more tax advantages if you are earning active business income. But if you get into estate planning and paying dividends to various family members and shareholders the level of complication can increase even more.
If you want to know how to calculate income and expenses for a personal rental property the CRA has a useful page. Another interesting note, if you are thinking about transferring a property from personal to corporate ownership for legal reasons or tax reasons that make sense for your situation. You have to be careful because you may have to pay a land transfer tax since the property is technically changing ownership. This is why it becomes increasingly important to think about these things ahead of time if you are planning on building a large portfolio of real estate investments.
Larger Portfolios:
There are many more considerations once you begin to get beyond 4 properties. At 4 generally speaking traditional lenders may not give you a mortgage anymore, so you will have to find financing at B lenders for a slightly higher interest rate, or you’ll have to begin investing through a corporation which can sometimes enable you to find additional lending.
Also with larger portfolios, you may begin to bridge into investing in real estate as your businesses primary operations, in which case the rental income and the property management service you provide to your tenants could begin to be considered as business income rather than passive income. If you are considering building out an investment arm and hiring employees and building a true business to manage your company’s investments, then you would most likely be doing so in a corporation and earning business income.
Other corporate structures:
Partnerships (or Joint Venture) and Limited Partnerships:
This is going to be a very basic overview. But if you are looking at a larger project like a development project, or you want to partner up with someone and execute an investment idea, this could be classified as a partnership, which may or may not have an actual corporate structure or legal documentation to back it up. Legally speaking in Canada a Joint Venture is similar to a partnership, both generally share liability and both partners bear equal risk and can both be legally held liable for any debts incurred by the partnership. A Joint Venture is generally limited to a single undertaking, whereas a partnership generally has an intent for continuation of business. These are defined under common law and may or may not involve corporations as part of the Joint Venture or partnership.
A limited partnership, meanwhile, does have a corporate structure and is more well defined. You will often see when there are multiple investors in one or more projects and the project is managed by the general partners, while the limited partners are generally just the funding partners with an expected return. If you are looking into crowd funding a real estate investment, a limited partnership is generally a good structure to do so because it limits the investors liability to the capital they invest, and if a project is properly managed all partners can share in the returns of the investment.
If you are thinking about doing this type of investment as a Joint Venture or Limited Partnership and expanding the type of investing that you are doing, then might be a good time to talk to a tax professional and a lawyer about incorporation and the different structures that you are considering using.
Concluding thoughts:
The most important thing I want readers to get out of this is to plan ahead and have a broad understanding of what types of corporate structures work best for which types of investments. This rabbit hole is endlessly deep and you can get into umbrella corporations if you are doing multiple investments with different partners at one time, or you want to handle and manage trusts and estate planning. For those who are interested in this side of things I would highly recommend checking out the book: Tax, Legal, and Investing advice for the Canadian Real Estate Investor by Cohen and Dube. It covers a lot of the stuff I loosely touched on in the blog in much greater detail and gets into estate planning.
I also want to stress the importance of getting things done. Quite frankly, if all this stuff is confusing and you find yourself in a research rabbit hole and aren’t actually out there trying to find a good investment, or connecting with the right professionals, get your butt moving and start talking with other investors, go to meetups, talk to CPAs and Lawyers who specialize in this type of thing and do your best to get your hands dirty. All this corporation stuff is somewhat icing on the cake, and while it is good to know and could in theory save you money, you need to be making money in order to have money to save in the first place. So the more important thing to execute on your goals if you are seriously considering real estate investment and get out there.
That’s my two cents this week, as always thanks for reading and hope I got you thinking.
Chat soon,
Oliver