Glossary of terms

Share Purchase

A Share Purchase plan is exactly what it sounds like: employees buy actual equity shares in the company. Those shares can come directly from the owner, giving the owner liquidity, or from the company's treasury, keeping cash inside the business.

Share Purchase plans come in two forms. A key-person plan is limited to a defined group of senior leaders or high-value employees. It's simpler to administer and keeps the share register tightly controlled. A broad-based plan extends the opportunity to all eligible employees, typically after a qualifying period of one to two years of service. Broad-based plans are more complex to administer, but they're also where the cultural and productivity benefits of employee ownership tend to show up most powerfully.

Shares can be allocated in a variety of ways. The most common way is to establish an allocation formula based on salary, seniority, position, or a combination of these, and the plan is governed by a Shareholders' Agreement that defines the rules of the road for buying, selling, and exiting.

In situations where employees may not be able to afford to purchase shares of the company directly, creative financing methodologies can be used. This can include payroll deductions, share bonusing, share matching, and company loans. Additionally, a share freeze can be used to finance employee participation in a Share Purchase plan. In a freeze, the owner crystallizes the current value (up to 100%) of the company into preferred shares worth that amount. Common shares are now worth the value that was not frozen. If 100% of the value is frozen, common shares are now of nominal value. Employees purchase these common shares at a fraction of what they would otherwise cost and as the company grows, the increase in value flows to those common shares. For employees who couldn't otherwise afford to buy in at full fair market value, a freeze can make initial participation genuinely accessible. It is important to consult your tax and legal professionals when considering any kind of restructuring.

Also known as

Employee Share Ownership Plan (ESOP), Employee Share Purchase Plan (ESPP), or equity participation plan.

Suitable for

Share Purchase plans work well for owners who want to build a genuine ownership culture, begin a gradual transition away from day-to-day management, or start building a succession pathway without committing to a full sale. Key-person plans work well when the goal is retention and alignment of a critical few. Broad-based plans work well when the goal is cultural transformation, productivity, and a more equitable distribution of the wealth employees help create.

To be a good candidate, the business should be financially stable, profitable, and have reasonable growth prospects. Employees need to see a credible investment. A Share Purchase is not a favour to employees but an opportunity to invest and have financial skin in the game.

What's in it for employees

Employees become actual shareholders. They have legal rights, they benefit directly from the growth in the company's value, and they can access Canada's Lifetime Capital Gains Exemption (LCGE), which shelters a significant amount of capital gains from tax when they eventually sell their shares. In 2026, the lifetime exemption limit is $1.275 million per person, making the LCGE one of the most powerful wealth-building tools available to Canadians, and most employees never get access to it. A well-designed Share Purchase plan changes that.

Challenges

Employees who become shareholders are entitled to a certain level of financial transparency depending on voting or non-voting shares, and what terms are in the Shareholder Agreements. Some owners could find that adjustment uncomfortable. There may be controls around transparency in Unanimous Shareholder Agreement (which could be used instead of a shareholder’s agreement if warranted). 

Transparency, along with financial literacy training, is beneficial in the long-run and helps instill an ownership culture. The plan should have an annual business valuation (starting with a valuation from a Chartered Business Valuator (CBV) and at a minimum use a defensible formula for a couple of years before getting the valuator to review again), and it demands an ongoing communication program to keep the ownership culture alive. 

Perhaps most importantly, employees need to be able to afford to participate. A Share Purchase plan that only works for well-compensated senior employees won’t likely see wide participation, and if you’re looking for broad-based ownership, it won't deliver the cultural benefits that make these plans worth doing in the first place. Creative financing alternatives mentioned above can help make it broadly accessible.

Getting the share structure, the Shareholder’s Agreement, and the financing right from the outset is critical as they shape every exit event, every departure, and every future round of ownership expansion. Expert guidance in setting up a viable and impactful Share Purchase plan can be the difference between achieving the documented benefits of employee ownership and getting bogged down by confusion, minimal participation, and cynicism.