How to Benefit From This Article
This article is written for incorporated business owners who are willing to slow down just enough to notice small structural details, because those details quietly shape long-term outcomes.
Nothing here is urgent.
Nothing here is speculative.
And little of it is new.
The value of this article comes from seeing familiar ideas through a slightly different lens: one focused on tax efficiency, behaviour, and long-term stewardship rather than short-term results.
If you are not open to adjusting how you think about incremental improvements, tax drag, or the compounding effect of small decisions, this article will not be useful.
If you are, read along and be prepared to act.
Corporate Class Funds and the Idea of Tiny Changes
Many years ago, one of my mentors gave me an example that permanently changed how I think about progress, long-term results, and decision-making.
He said:
Imagine your plane is sitting on the tarmac at LaGuardia Airport in New York. You are about to fly to Paris.
Just before takeoff, the nose of the plane is adjusted by one single degree, slightly right.
You wouldn't notice it on the ground.
You wouldn't feel it during takeoff.
Everything would look the same.
But because of that tiny adjustment, you would not land in Paris.
You would end in Rome.
That is how tiny changes work over time.
They quietly alter the trajectory, and ultimately, the destination.
Corporate class funds can be one of those tiny changes for a corporate portfolio.
What Is Corporate Class?
Corporate class refers to a specific ownership structure of a mutual fund.
There are two primary structures:
- A trust structure, which is the traditional mutual fund that sells units
- A corporate structure, where multiple funds exist under a single corporation and sell shares
Whether a fund sells units or shares is not what matters.
What matters is what the corporate structure allows from a tax perspective.
Because of this structure, corporate class funds can often transform certain types of income, such as interest or dividends, into capital gains.
This matters because capital gains are:
- Taxed at a lower effective rate : Only 50% of capital gains are taxable, and at the capital gains rate
- Deferred until realized : You pay tax when you sell, not as income is earned
For business owners investing through a corporation, that difference compounds.
Mechanics: How Corporate Class Works
The tax efficiency comes from how corporate class funds distribute income.
The Structure
Corporate class funds are structured as corporations, not trusts. This means they can't flow-through income directly to investors. Instead, they distribute:
- Canadian dividends
- Capital gains dividends
- Return of capital
From a tax perspective, capital gains dividends are generally more efficient than interest or foreign income.
How Income Is Transformed
When a corporate class fund earns interest or foreign income internally, it can distribute this as capital gains dividends instead. This changes the tax treatment:
Interest income (traditional fund):
- Fully taxable at corporate passive income rates (often 50%+)
- Creates NERDTOH (refundable tax account)
- No CDA credit
Capital gains (corporate class):
- Only 50% taxable (the taxable capital gain)
- Creates NERDTOH on the taxable portion
- Creates CDA credit on the non-taxable portion (50% of the gain)
The CDA Benefit
When your corporation receives capital gains dividends from corporate class funds, 50% of the gain is added to your Capital Dividend Account (CDA). You can then pay capital dividends from the CDA, which are received tax-free by shareholders.
This means:
- The non-taxable portion flows through tax-free
- The taxable portion is taxed at capital gains rates (lower than interest rates)
- More capital stays invested and compounds
Example: Interest vs Capital Gains
If your corporation earns $10,000:
As interest income:
- Taxable: $10,000
- Tax at 51%: $5,100
- After-tax: $4,900
- NERDTOH: $3,067 (refundable when dividends paid)
- CDA: $0
As capital gains:
- Taxable: $5,000 (50% of $10,000)
- Tax at 51%: $2,550
- After-tax: $7,450
- NERDTOH: $1,534 (refundable when dividends paid)
- CDA: $5,000 (can be paid tax-free)
The capital gains approach leaves more after-tax capital in the corporation, and part of it can be distributed tax-free through the CDA.
Why Corporate Class Matters in a Corporate Portfolio
Balanced and income-generating portfolios typically produce:
- Interest income
- Foreign income
- Dividend income
- Capital gains
Each of these is taxed differently inside a corporation.
Corporate class funds can:
- Reduce annual taxable distributions : By converting interest and dividends to capital gains (helping manage the $50K passive income threshold)
- Defer taxation : By relying more on capital gains, which are only taxed when realized
- Lower the annual tax drag on the portfolio : More capital stays invested and compounds (reducing SBD grind impact)
You may earn the same gross return, but:
- You pay less tax along the way
- More capital stays invested
- Compounding works harder for you
In equity-only portfolios, the benefit may be smaller, but it often still exists.
Even when the improvement is measured in tenths of a percent, the long-term effect can be meaningful.
The point is not that corporate class funds are revolutionary.
The point is that they are incremental, and incremental improvements matter most over long horizons.
Practical Example (Simplified)
Consider a family business with a long-term balanced corporate portfolio.
Two portfolios may look nearly identical:
- Similar asset allocation
- Similar managers
- Similar gross performance
Yet structurally, they behave very differently.
A traditional trust structure may distribute taxable income annually, creating a steady tax drag.
A corporate class structure may defer much of that income, allowing capital to compound internally before taxes are paid.
Nothing about risk changes.
Nothing about discipline changes.
Only the structure changes.
Over one year, the difference looks small.
Over decades, it is not.
An Objection I Hear from Time to Time: "I Don't Use Mutual Funds"
This is maybe the single objection that might come up when corporate class funds are discussed.
It usually comes in one of two forms:
- "I invest using ETFs."
- "I trade my own account."
Before going further, this deserves clarity.
Markets can be very rewarding when approached seriously. I have genuine respect for business owners who invest significant time and effort into learning how to trade or invest independently, and who do it with discipline.
The question is not whether self-directed investing can work.
The question is whether it is being treated like a business.
Are You Treating This Like a Business?
Markets are a zero-sum environment.
For every dollar earned, someone else loses a dollar. You are competing against institutions, professional managers, and teams with vast resources, data access, tools, and experience.
If your trading or ETF strategy is treated as a serious business: with methodology, risk controls, performance tracking, and review, success is possible.
If you are investing/trading on your own, are you treating your strategy as a business?
Fees, ETFs, and the Incomplete Equation
Fees matter.
But they are only one variable in a three-variable equation:
- Total return
- Fees
- Taxes
Focusing on fees alone while ignoring taxes and distribution structure provides an incomplete, and often misleading, picture.
What matters is what remains after tax inside the corporation.
The Only Comparison That Matters
If for whatever reason you do not use mutual funds and think that corporate class is not for you, let's compare the bottom lines.
Here is what we need:
- Five-year investment/trading results from your corporate account
- Corporate tax returns showing taxes paid on investment income
From there, we calculate one number:
Net after-tax return to the corporation.
Then we can compare this number to the number we get with corporate class mutual funds.
That is the only fair comparison: not opinions, not preferences, not product labels.
The outcome of the comparison: you either find a new way of investing that is truly profitable, or gain further confidence in what you do. Either way, you gain.
Please do not delay this comparison, get in touch so we can run it together.
Ready to apply this to your situation?
Review StructureFrequently Asked Questions
What exactly is a corporate class fund?
A corporate class fund is a mutual fund structured within a corporation rather than a trust, allowing interest, foreign and dividend income to be transformed into capital gains for tax efficiency.
Are corporate class funds only useful for corporations?
They are most effective in taxable environments, which is why they are commonly used in corporate accounts and non-registered personal or trust accounts.
Do corporate class funds eliminate tax?
No. They primarily change the timing and character of taxation.
Do corporate class funds outperform ETFs or trading strategies?
Not necessarily. Here we focus on the benefit that comes from tax efficiency, not superior market performance.
How do I fairly compare my strategy to a corporate class portfolio?
By comparing net after-tax returns, not gross returns or fees alone. Get in touch with your numbers, we'll do the comparison together.
Can corporate class funds reduce annual taxable distributions?
In many cases, yes, often significantly, depending on portfolio composition.
Are corporate class funds more risky?
No. Risk depends on the underlying investments, not the structure.
Should every fund be corporate class?
No. Appropriate use matters more than blanket application.
What if my self-directed strategy performs better after tax?
Then it should be respected and continued. Make sure you teach your strategy to the people that matter in your life.
Why do many business owners underestimate tax drag?
Because it compounds quietly and reveals itself too late to reverse.
Is this discussion relevant if I already have an advisor?
Yes. Verification is part of stewardship.
Resources & Related Tools
External Resources
- CI Investments: Corporate Class Funds Explained : Overview of corporate class structure and benefits
- Fidelity Investments Canada: Corporate Class Advantage : Understanding tax-efficient corporate class funds
- CRA References: Corporate investment taxation guidelines and Income Tax Act provisions
Related Articles
- The SBD "Grind" & Your Corporate Portfolio : Understanding how passive income affects small business deduction
- RDTOH & GRIP for Owner-Managed Corporations : Refundable tax mechanisms and eligible dividends
- CDA 101: The Capital Dividend Account Explained : Tax-free dividend strategies
- Tax Optimization Services : How we help optimize corporate tax strategies
