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Buying & Selling a Business

Can I be on the hook if my buyer's licence application gets rejected after we've already closed?

TSL Written by the Treadstone Law team· Updated August 2026

Generally, whether you have any ongoing exposure after closing depends entirely on how your purchase agreement allocates this risk, not on some automatic rule of law — a licence rejection is fundamentally the buyer's regulatory problem, since it's the buyer applying in their own name, but that doesn't necessarily mean you're insulated from every consequence if the deal was structured around an assumption that the licence would be approved.

If your purchase agreement made the sale conditional on the buyer obtaining the licence, and it closed anyway before approval came through, you may face disputes over whether closing should have happened at all, or arguments that certain representations about the business's operability were inaccurate. If the agreement is silent or doesn't tie anything to the licence outcome, your exposure is generally much more limited once closing has occurred.

Because this allocation of risk needs to be decided deliberately rather than left ambiguous, make sure your purchase agreement clearly addresses what happens if the buyer's licence is ultimately refused. A Treadstone business lawyer can help build in the right protections before you close.

Key takeaways

  • Post-closing exposure over a rejected licence depends on how your purchase agreement addresses it.
  • A licence application is generally the buyer's own regulatory responsibility, not the seller's.
  • Closing before licence approval, when the deal assumed approval, can create later disputes.
  • Address licence-outcome risk clearly in the purchase agreement rather than leaving it ambiguous.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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