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Buying & Selling a Business

Can I find out if a business has unpaid customs duties or tariff exposure?

TSL Written by the Treadstone Law team· Updated August 2026

This is worth investigating specifically if the business imports goods, since customs duties and tariff obligations aren't always visible through a general corporate or tax search the way an HST debt or registered lien might be. Import-related liabilities can include unpaid duties on past shipments, penalties from a customs audit or verification, or exposure from goods misclassified for tariff purposes, and these can sit with the importing corporation until specifically identified and resolved.

Whether this exposure follows a buyer again depends on deal structure: in a share sale, the corporation's customs history and any related liability generally comes with it, since the importing entity doesn't change; in a properly structured asset sale, past import-related liabilities can generally be left with the seller if the agreement addresses them clearly, though the buyer typically needs its own importer arrangements going forward regardless of structure.

Ask specifically about the business's import history, any past customs audits or penalties, and how goods have been classified for tariff purposes, and get representations covering this in the purchase agreement. A Treadstone business lawyer can help make sure customs-related liabilities are specifically addressed rather than assumed to be covered by general tax representations.

Key takeaways

  • Customs duties and tariff exposure aren't always visible through general corporate or tax searches.
  • This matters specifically for businesses that import goods as part of their operations.
  • A share sale generally carries import-related liability with the corporation; a clean asset sale can leave it behind.
  • Ask directly about import history, past audits, and tariff classification, and get specific representations.
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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