Can I buy just the equipment and inventory without taking on the corporation at all?
Yes — this is a straightforward asset purchase limited to specific, tangible items, and it's one of the narrower versions of that structure. You and the seller identify exactly which equipment and inventory are included, agree on price, and the corporation itself, along with its contracts, employees, debts, and history, simply stays with the seller.
The nuance most buyers miss is that equipment and inventory can carry their own baggage even in a narrow purchase like this. Ontario's Personal Property Security Act governs registered security interests in exactly this kind of property, so a supplier, lender, or equipment financier may already have a registered claim against specific items you're buying. Unless that's searched for and cleared before closing, you can end up owning equipment still subject to someone else's lien.
Because a purchase this narrow generally won't include contracts, goodwill, or the workforce, it's also worth being clear about what you're not getting — you may need to separately negotiate a supply agreement, lease, or staffing arrangement to actually put the equipment to use. A business lawyer can run the necessary lien searches and confirm the purchase agreement matches what you actually intend to walk away with.
Key takeaways
- Buying equipment and inventory alone is a valid, narrow form of asset purchase.
- A PPSA search is essential — registered liens can attach to specific equipment or inventory.
- This kind of deal usually excludes contracts, goodwill, and employees by default.
- Confirm what you're not getting, not just what you are, before closing.