What should I ask a seller before making an offer on a Saskatchewan business?
This answer covers the law of Saskatchewan.
Start by asking whether you are buying assets or shares, because the answer changes your taxes and risk. In an asset purchase you allocate the price to each asset, with goodwill going into Class 14.1. In a share purchase the corporation's tax values do not change and you inherit its existing tax cost base and history.
Ask what debts are attached to the equipment and inventory. The Saskatchewan Personal Property Registry can be searched by debtor name or serial number to find registered liens, and in an asset purchase you should require discharges or payout from the price at closing. Ask how long each employee has worked there, since an employee who keeps working after a sale keeps their service for notice purposes. If it is a franchise, the franchisor must give you a disclosure document at least 14 days before you sign or pay.
Also ask whether GST/HST applies or the joint election is available, and whether PST applies, since it is payable on both new and used business assets. Questions about leases, licences and the reason for selling depend on the business, so have a lawyer review them before you put an offer in writing.
Key takeaways
- Ask first whether the deal is an asset purchase or a share purchase, because it changes your tax position and what you inherit.
- Search the Saskatchewan Personal Property Registry for liens and require discharges or payout from the price at closing in an asset purchase.
- Ask about employees' length of service, since service can carry over to you when staff keep working after the sale.
- Ask about GST/HST, PST and any franchise disclosure before you put an offer in writing, and have a lawyer review your questions.