Do I need a lawyer to buy a business in Alberta?
This answer covers the law of Alberta.
You can begin a business purchase on your own, but several steps carry real legal risk, so many buyers have a lawyer review or prepare the key documents. Those steps are the purchase agreement, your due diligence, the closing documents, and the title and lien searches.
Some of these steps follow specific rules. A Personal Property Registry search can be done by business debtor name, or by serial number for vehicles, trailers, aircraft, boats and similar items. A result may be an exact match, an inexact match, no match, or both, and an inexact match may mean you need to search again. A Corporate Registry search can show owners, directors and legal addresses. A GST election on Form GST44 can remove tax on a business sale, but it is not available where the seller is a registrant and the buyer is not.
Even with a valid election, tax is still payable on a taxable lease or licence. Reading search results correctly and getting the tax steps right are easy to get wrong. How much help you need depends on the size and structure of the deal, and a lawyer can confirm what applies to you.
Key takeaways
- The purchase agreement, due diligence, closing documents and title and lien searches are the steps where mistakes cost the most.
- A Personal Property Registry search can come back as an exact match, an inexact match, no match, or both, and inexact matches may need a further search.
- The GST election on Form GST44 is not available where the seller is a registrant and the buyer is not.
- How much legal help you need depends on the size and structure of the deal, and a lawyer can confirm what applies to you.