What documents should a seller give a buyer during due diligence in Alberta?
This answer covers the law of Alberta.
There is no single fixed list, but buyers usually ask a seller for corporate records, financial statements, tax filings, major contracts, employee information and lease documents. You can also check some things yourself: Alberta Corporate Registry searches can show the registration date, owners, directors and legal addresses of a current or formerly registered corporation.
Registry searches are requested through a registry agent. A Personal Property Registry search can be run by individual debtor name, business debtor name or serial number for items such as vehicles and boats, and each returns an exact match, an inexact match, no match, or both exact and inexact matches. Compare those results with what the seller discloses.
Tax records need attention because, without an election, each property and service in a business sale is treated as a separate supply, so 5% GST can apply to the taxable parts. If a seller refuses to share records, ask what the concern is, offer a confidentiality agreement, and make your offer conditional on a satisfactory review. If the refusal continues, that may tell you something, and a lawyer can help you decide whether to proceed.
Key takeaways
- Buyers usually ask for corporate, financial, tax, contract, employee and lease records, and the exact list depends on the business.
- Alberta Corporate Registry searches can show the registration date, owners, directors and legal addresses of a corporation.
- Personal Property Registry searches can be run by individual debtor name, business debtor name or serial number, and results may be exact, inexact or no match.
- If a seller refuses to share records, make your offer conditional on a satisfactory review and get legal advice before deciding whether to proceed.