Audrey GibeaultPartner, CPA, M. FISC., FEA Partner, Lawyer

Audrey GibeaultPartner, CPA, M. FISC., FEA Partner, Lawyer


  • Montréal

Phone number

514 877-3058


514 871-8977

Bar Admission

  • Québec, 2011


  • English
  • French



Audrey Gibeault (lawyer, CPA, M.Fisc., TEP, FEA) is a partner in the Business Law group and head of the tax team.

In addition to having a practice focusing primarily on tax law and having a master’s degree in taxation, she is also a chartered accountant, which allows her to act as a multidisciplinary advisor to her clients.

As a legal partner and trusted business advisor, she assists clients in planning and implementing complex and innovative commercial, corporate and tax structures. Her clients are loyal to her and entrust her with their most important transactions, including acquisitions, the sale of their businesses, implementation of profit-sharing plans for their employees, creation of discretionary family trusts and estate planning.

Audrey leverages her entrepreneurial spirit and remarkable ability to communicate in layman’s terms to help senior managers and entrepreneurs achieve their business goals. She makes use of her extensive expertise in law, accounting, taxation and knowledge of market trends when negotiating and implementing transactions, strategic alliances and commercial agreements for her clients, including shareholders’ agreements.

She also advises a large number of family businesses on various projects involving issues specific to shareholders’ agreements, family hiring policies and family shareholding policies, in addition to specializing in the transfer of businesses from generation to generation (e.g.,  gen 1 to gen 2, gen 2 to gen 3). She frequently works in multidisciplinary teams with other advisors to better understand family dynamics and provide advice in consultation with other professionals helping the family.

She has a passionate personality and a very practical side, enabling her to give effective and persuasive advice.

Audrey also has good oratorical skills, making her an outstanding speaker. Audrey is frequently asked to provide training or courses on various topics related to her areas of practice.

Representatives mandates

  • Taxation and legal advisor in numerous complex multi-generational family business transfers
  • Advisor to Agile MV Inc. shareholders on the sale of all of its shares to the U.S.-based investment fund Resonetics LLC
  • Advisor for shareholders of a major technology company in the sale of its shares to a UK company, in which an innovative tax planning strategy was implemented to defer income tax that would otherwise have applied on the consideration to be received as shares of the UK company
  • Advisor in the implementation of several types of incentive plans, including employee trusts and a stock option plan
  • Advisor in the implementation of profit-sharing plans for several key employees, including rebalancing shareholding percentages in favour of key employees (management buy-out)
  • Representation of foreign clients wishing to do business in Canada
  • Representation of several U.S. companies doing business in Canada or wishing to acquire Canadian companies

Publications and training courses

  • Course entitled “Les conventions entre actionnaires et les pièges fiscaux y étant associés,” given at APFF, 2022 and 2023
  • Author, “Unexpected Application of Part XII.2 Tax to a Canadian Personal Trust,” Canadian Tax Focus, May 2013
  • Coauthor, “Règles canadiennes qui s’appliquent à des sociétés canadiennes faisant affaire à l’étranger”, APFF, Montréal, 2012
  • Coauthor, “Financement d’opérations à l’étranger”, 2010 Journée d’études fiscales, Association canadienne d’études fiscales, 2010


  • Speaker on the topic of “La vente d’entreprise : de la planification fiscale à la vente, une revue de toutes les étapes importantes,” Institut de Leadership, 2023
  • Co-speaker on the topic of “Évitez les pièges dans la gestion de votre entreprise : conseils fiscaux et juridiques,” Chambre de commerce de Montréal Centre Sud-Ouest, May 25, 2023
  • Speaker on the topic of “Aspects fiscaux et légaux d’un transfert d’entreprise,” Institut de Leadership, November 23, 2022
  • Speaker on the topic of “Mise au point sur le projet de loi C-208,” ORIA, October 13, 2022
  • Speaker on the topic of “Planification fiscale d’actualité en matière d’achat/vente d’entreprise,” M&A Club, September 8, 2022
  • Speaker on the topic of “Aspects fiscaux et légaux d’un transfert d’entreprise,” Institut de Leadership, December 8, 2021
  • Speaker on the topic of “La fiscalité et les sociétés en croissance :  astuces et pièges à éviter,” Femmessor, November 25, 2021
  • Co-speaker on the topic of “Investissement immobilier : opportunités et pièges fiscaux,” Crew M, October 19, 2021
  • Speaker on the topic of “Pièges à éviter pour la PME en croissance et transfert d’entreprise,” RBC, September 2021
  • Co-speaker on the topic of “Les conventions entre actionnaires,” course given at the Centre de Transfert d’Entreprise du Québec, 2021
  • Co-speaker on the topic of “La fiscalité et les sociétés en croissance : astuces et pièges à éviter,” Evol, November 25, 2021
  • Speaker on the topic of "L'essentiel des aspects légaux et fiscaux", Institut de leadership, November 10, 2020
  • Course entitled "Aspects juridiques et fiscaux visés au transfert d’entreprise” given at the Centre de transfert d’entreprise du Québec, 2019
  • Acted as an expert on the panel organized by the Centre de transfert d’entreprise du Québec and the Institut de Leadership addressed to participants in the purchase and sale of businesses to enable them to obtain a certificate in the transfer of businesses, 2019
  • Speaker on several occasions on “Pièges à éviter entourant la fiscalité des employés à commission”, RBC financial planners convention, 2019
  • Co-speaker for a presentation entitled “Nouveautés en droit corporatif ” at the symposium organized by Wolters, 2019
  • Speaker for the Groupement des chefs d’entreprises du Québec on tax planning for purposes of the sale of a business, 2 seminars, 2019
  • Speaker on the topic of “5 choses à savoir en démarrage et en croissance” on the main stage of Expo Entrepreneurs, 2019
  • Seminar for the organization Leadership au Féminin addressed to young female lawyers, 2019
  • Speaker on the topic of “Planification successorale et transition de l’entreprise : enjeux financiers, fiscaux et familiaux”, Regroupement des chefs d’entreprise du Québec, 2018
  • Co-speaker on the topic of “La fiducie familiale et autres nouveautés – qu’en reste-t-il du budget Morneau?” for the Montreal CPA Group, 2018
  • Co-speaker on the topic of “Transfert et relève de moyennes entreprises”, 12th M&A Club Forum, 2018
  • Co-speaker on the topic of “Pièges à éviter en matière fiscale pour un avocat en droit des affaires”, Symposium on corporate law, 2017
  • Speaker on the topic of “Les lectures incontournables : Start with why: How great leaders inspire action”, Association of Quebec Women in Finance (AFFQ), 2017
  • Co-speaker on the topic of “Fiscalité de l’entreprise en croissance”, M&A Forum, 2017
  • Co-speaker on the topic of “Nouveautés fiscales en matière d’achat/vente d’entreprise?”, M&A Club, 2017
  • Speaker on the topic of “Commencez par le pourquoi”, Convention of the Association of Quebec Women in Finance (AFFQ), 2017
  • Co-speaker on the topic of "Erreurs et pièges à éviter en matière fiscale” webinar addressed to managers working for Québec municipalities, 2013
  • Speaker on the topic of “Règles canadiennes qui s’appliquent à des sociétés canadiennes faisant affaire à l’étranger”, Convention of the Association de planification fiscale et financière (APFF), 2012


  • The Best Lawyers in Canada in the field of Trusts and Estates, 2024
  • The Canadian Legal LEXPERT® Directory in the field of Corporate Tax, 2021
  • Recipient of the “Rising Stars Leading Lawyers Under 40” award by Lexpert, 2020
2021 CLLD


  • LL.B., Université de Montréal, 2010
  • M.A. in taxation, Université de Sherbrooke, 2009
  • Chartered Accountants’ Uniform Final Examination, 2007
  • Graduate diploma in public accounting, HEC Montréal, 2007
  • B.A. in business administration, HEC Montréal, 2006
  • Trust and Estate Practitioner (TEP), 2020
  • Family Enterprise Advisor (FEA), 2024 

Boards and Professional Affiliations

  • Member of the Board of Directors of M&A Club, 2017-2020
  • Member and collaborator of the Professional development committee of the Association of Quebec Women in Finance (AFFQ), 2014-2019
  • Founding member of the Young Philanthropists Circle of the Montreal Museum of Fine Arts, 2012-2013
  • Member and collaborator of the Succession committee of the Association de planification fiscale et financière (APFF), 2010-2016
  • Member of the Canadian Tax Foundation
  • Member of the Young Directors Committee of the Institute for governance of private and public organizations (IGOPP), 2012-2013
  • Member of the Board of Directors of the Montreal Youth Symphony Orchestra, 2011-2013
  • Member of the Ordre des comptables professionnels agréés du Québec (CPA-CA), since 2010
  • Member of STEP (Society of Trust and Estate Practitioners)
  • Member of FEA Canada (Family Enterprise Advisor) (certification in fall 2023)
  1. New rules will make it easier to transfer family businesses

    The 2023 Federal Budget (the “Budget”), tabled on March 28, 2023, proposes amendments to certain provisions of the Income Tax Act (ITA) that would make “genuine” intergenerational business transfers no longer subject to the anti-avoidance rules of section 84.1 and allow the transferor to benefit from their capital gains exemption. To do so, the Budget establishes new general conditions that the parties must meet, as well as specific conditions that apply to “immediate” transfers, or those made over a period of no more than 36 months, and “gradual” transfers, or those that take five to ten years to complete. The general conditions that the parties must meet when disposing of a company may be summarized as follows: The vendor must be an individual other than a trust. Immediately prior to the transfer, the vendor, alone or with their spouse, must control the currently operating company. At the time of the transfer, the purchasing company must be controlled by one or more of the vendor’s children, who must be at least 18 years of age. The notion of “child” also includes stepchildren, grandchildren and nieces and nephews. The shares of the company being transferred must be qualified small business corporation (QSBC) shares or shares of the capital stock of a family-farm or family-fishing corporation (QFFP). The specific conditions relate to the transfer of control, economic interests and management of the company, and vary from case to case. FOR AN IMMEDIATE TRANSFER (36-MONTH TEST) In the case of immediate transfers, de jure control (being the holding of the majority of shares having voting rights), and de facto control (which includes the economic influence making effective control of the company likely), must be transferred at the time of sale. Voting and participating shares not transferred to the purchasing company at the time of sale must be transferred within the following 36 months, such that after this period, the transferor may hold only preferred shares, that is, non-voting or non-participating shares for an indefinite period (vs 10 years in the case of a gradual transfer). Also, the child, or at least one member of the group of children, must participate in the family business on a regular, significant and continuous basis for a minimum period of at least 36 months after the transfer is made. Lastly, the transferor must take reasonable steps to transfer the business’s administration and know-how and completely cease to manage the business before the 36th month after the transfer was made. FOR A GRADUAL TRANSFER (FIVE–TO–TEN–YEAR TEST) If the transfer is gradual, only de jure control must be transferred at the time of disposition. The balance of the voting and participating shares not transferred at the time of disposition must be transferred within 36 months of the first transfer. However, under the rules respecting gradual transfers, the transferor will only be bound to transfer de facto control of the business within 10 years of the initial transfer. In the case of a transfer of economic interests, the vendor is expected to significantly reduce the value of the equity and advance they have invested in the business within 10 years of the initial sale. The same requirement for a child’s active participation in the company and transfer of the management of the business apply, but this time for a period of 60 months after acquisition. PREVIOUS RULES (Bill C-208) The provisions of the 2023 Federal Budget have the effect of setting aside certain requirements of Bill C-208 applicable to the realization of a capital gain. Under Bill C-208, for the transferor to benefit from their capital gains exemption, the operating company and the purchasing company could not be amalgamated within 60 months of the sale. The bill also required that an independent assessment of the fair market value of the company’s shares be filed with the Canada Revenue Agency, along with an affidavit signed by the vendor. However, as of January 1, 2024, these criteria are no longer applicable. An assessment will no longer be required, although under section 69 of the ITA, the transfer will still have to be made at fair market value. The 2023 budget (reinforced by the 2024 Federal Budget) also introduces new rules for the alternative minimum tax, a temporary tax that the transferor in an intergenerational business transfer often has to pay. To avoid having this temporary tax becoming permanent, it’s important to understand the subtleties of these new rules. Our team of tax professionals will be happy to help you and answer any questions you may have about these new legislative changes.

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  2. Clarifications regarding the application of mandatory disclosure rules to severance agreements

    On November 2, 2023, in response to certain controversy, the Canada Revenue Agency (“CRA”) sought to clarify the application of the new disclosure rules, in force since June 22, 2023. The CRA’s comments relate, in particular, to the impact of reporting obligations on severance agreements, a topic we initially covered a few weeks ago1. We believe it is appropriate to go over these clarifications. As a reminder, the disclosure rules generally apply to so-called avoidance transactions carried out to obtain a tax benefit and presenting one of the following three generic hallmarks: contingent fee arrangements, confidential protection or contractual protection. At first glance, the interpretation of these hallmarks suggests that severance agreements involving an employee’s undertaking to indemnify their employer are subject to reporting obligations. However, in response to questions from a number of legal experts, the CRA commented on the disclosure rules, specifying, in particular, that a tax indemnity granted under a severance agreement is not subject to the reporting obligation where it occurs in a business or financial context between persons dealing at arm’s length, and acting freely and prudently. In this regard, the CRA pointed out that the contractual protection included in such an agreement would not be considered a generic hallmark insofar as it does not cover a tax treatment giving rise to an unwarranted benefit. The CRA gave as an example a settlement reached between an employer and employee further to dismissal, harassment complaints or other employment-related recourses, providing for severance pay or warranted damages. Even if the employee were to undertake to reimburse the employer in the event of unexpected tax treatment, this type of agreement would not give rise to reporting obligations. Although the CRA’s clarifications were meant to clear things up, they did not definitively establish how the mandatory disclosure rules apply to severance agreements. A certain level of uncertainty remains with regard to severance agreements with no real legal basis awarding tax-free damages to an employee. In such a case, it would be difficult to argue that the business context warranted a favourable tax treatment for the employee. In the case of an agreement providing for the payment of unwarranted damages, and where contractual protection extends to the tax treatment of the amount paid, the avoidance transaction may, despite the CRA’s comments, require disclosure to the tax authorities. One thing is certain: tax indemnity clauses may well disappear from severance agreements.  Ultimately, the new rules reinforce the principle that the granting of tax-free damages should be limited to circumstances that warrant it. Quebec case law has long established that the mere fact of losing one’s job does not give rise to damages, barring exceptional circumstances. In short, the CRA’s guidelines do not have the force of law, and may be amended or revoked at any time. Consequently, maintaining a cautious and conservative approach will be crucial when determining whether the new mandatory disclosure rules apply to severance agreements. Our team of employment law and tax professionals is available to answer your questions about these major changes and help you make informed decisions when negotiating severance agreements. Termination agreements: New reporting requirements apply!

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  3. Termination agreements: New reporting requirements apply!

    On June 22, 2023, the federal government significantly expanded the reporting requirements for certain so-called avoidance transactions, in particular with respect to termination agreements.1 The new rules will make it easier for the Canada Revenue Agency (CRA) to detect certain avoidance schemes, conduct tax audits and issue notices of assessment and penalties more quickly when warranted. The reporting requirements now apply to reportable transactions defined as avoidance transactions, which are primarily aimed at obtaining a tax benefit. If these avoidance transactions involve one of the three markers set out by the Minister of Finance: contingent fee arrangement, confidential protection or contractual protection, they must be reported to the CRA in accordance with the rules in force. These enhanced rules cover a large number of transactions, in particular those which are part of agreements made specifically in the context of end-of-employment negotiations. In settlements between an employer and an employee following termination, harassment complaints or other employment-related disputes, damages may be awarded as part of the negotiation process. However, the award of these damages, which are normally granted in situations where the employee has suffered personal or moral harm, may not always have a strong legal foundation. In some cases, these damages may be part of a tax-driven strategy: while severance payments are taxable as employment income or as a retirement allowance, damages may be tax-exempt. This type of agreement allows the employer to pay less while maximizing the net amount for the recipient. An agreement providing for the payment of a tax-free amount for damages usually includes an undertaking by the employee to indemnify the employer when a tax audit concludes that the payment should be taxable. The new reporting requirements are likely to prevent these types of settlements in cases where it is reasonable to conclude that their main purpose is to obtain an unfair tax benefit. These avoidance transactions also exhibit the hallmark of contractual protection, which refers to a protection or guarantee against any failure of the transaction to produce a tax advantage. This is the case when the employee agrees to compensate the employer following a tax recalculation. Such contractual agreements now meet the new reporting criteria. In these transactions, the reporting obligation is incumbent on the employee (i.e., the person who obtains the tax benefit), the employer (i.e., the person who completes the transaction), and the advisor who obtains fees for setting up the transaction. They have 90 days from the time they entered into the transaction to submit Form RC312 to the CRA. Failure to do so will result in penalties and an extension of the normal reassessment period. As a result, it is inevitable that these updated rules will be taken into account when negotiating termination settlements, and it will be particularly important to review all agreements made since June 23, 2023. Our team of employment law and tax professionals is available to answer your questions about this major change and help you make informed decisions when negotiating termination agreements. Bill C-47: An Act to implement certain provisions of the budget tabled in Parliament on March 28, 2023

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  4. COVID-19: How to adapt your current tax planning?

    The spread of COVID-19 is having a considerable negative effect on the global economy. Several tax planning strategies adapted to the current situation can be considered in order to mitigate the impact. Tax planning for individuals helps to (i) reduce the taxes payable upon death, (ii) encourage intergenerational business transfers, and (iii) maximize the use of the capital gains deduction, through a trust or otherwise. For businesses in the current economic crisis, creativity and strategic vision are needed. In this context, certain tax plans will allow businesses to (i) maximize liquidity, (ii) reduce a corporate group’s taxes payable in the short term, (iii) optimize the use of losses, and (iv) bring about major tax savings in the long term. Here are a few examples of tax plans that are particularly appropriate for the current situation: Employee stock option plans Reviewing strike prices Strategies for using the capital dividend account Strategies for using losses within a corporate group, including: Intragroup management fees Loans between corporations Amalgamation or liquidation of business corporations Deferral of taxes on imports Recovering the GST/QST on bad debts Strategies to increase the fiscal cost of certain corporate assets and shares Estate freeze in order to lower taxes upon death Estate thawing and refreezing Applicable to a previous freeze whose value exceeds the current value Planning with regard to the rule of the average cost of identical properties Income splitting Leaving Canada Dismantling or creating legal entities to facilitate tax planning These plans are particularly effective in a context of economic downturn and a decrease in the fair market value of investments and assets. It is therefore important to act quickly.  Our taxation team is available to answer all of your questions about establishing a tax plan to suit your needs.

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  1. The Best Lawyers in Canada 2024 recognize 68 lawyers of Lavery

    Lavery is pleased to announce that 68 of its lawyers have been recognized as leaders in their respective fields of expertise by The Best Lawyers in Canada 2024. The following lawyers also received the Lawyer of the Year award in the 2024 edition of The Best Lawyers in Canada: Josianne Beaudry : Mining Law Jules Brière : Administrative and Public Law Bernard Larocque : Professional Malpractice Law Carl Lessard : Workers' Compensation Law Consult the complete list of Lavery's lawyers and their fields of expertise: Josianne Beaudry : Mergers and Acquisitions Law / Mining Law Laurence Bich-Carrière : Class Action Litigation / Contruction Law / Corporate and Commercial Litigation / Product Liability Law Dominic Boivert : Insurance Law Luc R. Borduas : Corporate Law / Mergers and Acquisitions Law Daniel Bouchard : Environmental Law Elizabeth Bourgeois : Labour and Employment Law (Ones To Watch) René Branchaud : Mining Law / Natural Resources Law / Securities Law Étienne Brassard : Equipment Finance Law / Mergers and Acquisitions Law / Real Estate Law Jules Brière : Aboriginal Law / Indigenous Practice / Administrative and Public Law / Health Care Law Myriam Brixi : Class Action Litigation Benoit Brouillette : Labour and Employment Law Richard Burgos : Mergers and Acquisitions Law / Corporate Law / Commercial Leasing Law / Real Estate Law Marie-Claude Cantin : Insurance Law / Construction Law Brittany Carson : Labour and Employment Law Karl Chabot : Construction Law (Ones To Watch) Chantal Desjardins : Intellectual Property Law Jean-Sébastien Desroches : Corporate Law / Mergers and Acquisitions Law Raymond Doray : Privacy and Data Security Law / Administrative and Public Law / Defamation and Media Law Christian Dumoulin : Mergers and Acquisitions Law Alain Y. Dussault : Intellectual Property Law Isabelle Duval : Family Law Philippe Frère : Administrative and Public Law Simon Gagné : Labour and Employment Law Nicolas Gagnon : Construction Law Richard Gaudreault : Labour and Employment Law Julie Gauvreau : Intellectual Property Law / Biotechnology and Life Sciences Practice Audrey Gibeault : Trusts and Estates Caroline Harnois : Family Law / Family Law Mediation / Trusts and Estates Marie-Josée Hétu : Labour and Employment Law Édith Jacques : Energy Law / Corporate Law / Natural Resources Law Marie-Hélène Jolicoeur : Labour and Employment Law Isabelle Jomphe : Advertising and Marketing Law / Intellectual Property Law Guillaume Laberge : Administrative and Public Law Jonathan Lacoste-Jobin : Insurance Law Awatif Lakhdar : Family Law Bernard Larocque : Professional Malpractice Law / Class Action Litigation / Insurance Law / Legal Malpractice Law Éric Lavallée : Technology Law Myriam Lavallée : Labour and Employment Law Guy Lavoie : Labour and Employment Law / Workers' Compensation Law Jean Legault : Banking and Finance Law / Insolvency and Financial Restructuring Law Carl Lessard : Workers' Compensation Law / Labour and Employment Law Josiane L'Heureux : Labour and Employment Law Despina Mandilaras : Construction Law / Corporate and Commercial Litigation (Ones To Watch) Hugh Mansfield : Intellectual Property Law Zeïneb Mellouli : Labour and Employment Law / Workers' Compensation Law Isabelle P. Mercure : Trusts and Estates Patrick A. Molinari : Health Care Law Jessica Parent : Labour and Employment Law (Ones To Watch) Luc Pariseau : Tax Law / Trusts and Estates Ariane Pasquier : Labour and Employment Law Jacques Paul-Hus : Mergers and Acquisitions Law Audrey Pelletier : Tax Law (Ones To Watch) Hubert Pepin : Labour and Employment Law Martin Pichette : Insurance Law / Professional Malpractice Law / Corporate and Commercial Litigation Élisabeth Pinard : Family Law François Renaud : Banking and Finance Law / Structured Finance Law Judith Rochette : Insurance Law / Professional Malpractice Law Ian Rose FCIArb : Director and Officer Liability Practice / Insurance Law / Class Action Litigation Sophie Roy : Insurance Law (Ones To Watch) Chantal Saint-Onge : Corporate and Commercial Litigation (Ones To Watch) Ouassim Tadlaoui : Construction Law / Insolvency and Financial Restructuring Law Bernard Trang : Banking and Finance Law / Project Finance Law (Ones To Watch) Mylène Vallières : Mergers and Acquisitions Law / Securities Law (Ones To Watch) André Vautour : Corporate Governance Practice / Corporate Law / Information Technology Law / Intellectual Property Law / Technology Law / Energy Law Bruno Verdon : Corporate and Commercial Litigation Sébastien Vézina : Mergers and Acquisitions Law / Mining Law Yanick Vlasak : Corporate and Commercial Litigation / Insolvency and Financial Restructuring Law Jonathan Warin : Insolvency and Financial Restructuring Law These recognitions are further demonstration of the expertise and quality of legal services that characterize Lavery’s professionals. About Lavery Lavery is the leading independent law firm in Quebec. Its more than 200 professionals, based in Montréal, Quebec, Sherbrooke and Trois-Rivières, work every day to offer a full range of legal services to organizations doing business in Quebec. Recognized by the most prestigious legal directories, Lavery professionals are at the heart of what is happening in the business world and are actively involved in their communities. The firm’s expertise is frequently sought after by numerous national and international partners to provide support in cases under Quebec jurisdiction.

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