William and Jennifer are selling their business which qualifies as a Canadian-controlled private corporation.

William should claim the Lifetime Capital Gains Exemption, while Jennifer should first use her unused capital losses. The planning issue is not whether both shareholders own qualifying Canadian-controlled private corporation shares; they do. The deciding fact is Jennifer's unused capital losses. In the personal tax calculation, capital losses are applied against taxable capital gains before the capital gains deduction is used. If Jennifer has available losses, claiming the LCGE may waste exemption room or fail to deliver the intended tax result because the losses already shelter some or all of her taxable capital gain. William has no stated capital-loss pool, so his large gain is the clean use of the exemption. Options that split the exemption or have Jennifer claim it ignore the ordering rules and the clue in the facts. The planner should coordinate the transaction with tax counsel and confirm QSBC eligibility, CNIL effects, and each spouse's remaining exemption room. Study Guide focus: qualified small business corporation shares, capital gains deduction, net capital losses, and LCGE planning.

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