- Your lawyer's role runs the length of the deal: reviewing the LOI before you sign it, coordinating due diligence, drafting or reviewing the purchase agreement (a Share Purchase Agreement…
- An accountant reviews the financial statements you're being shown, helps assess whether the numbers reflect the actual health of the business, and advises on how the deal's structure —…
It's tempting to think of buying a business as something you do with one advisor at your side — usually a lawyer, brought in once there's a document to sign. In practice, most successful Ontario purchases involve a small team working alongside you, each covering ground you're not equipped to cover alone.
Knowing who belongs on that team, and roughly when each person needs to show up, helps you avoid the two most common team-building mistakes: bringing someone in too late to actually help, and paying for expertise you didn't need for a straightforward deal.
Putting the Team Together
Not every purchase needs every advisor below at full intensity — a small, simple deal may only need a lawyer and an accountant, while a larger or more complex one may need the full list.
| Role | What They Do | When to Bring Them In |
|---|---|---|
| Lawyer | Reviews the LOI, runs due diligence, drafts and negotiates the purchase agreement, manages closing | Before you sign anything, ideally before the LOI |
| Accountant | Reviews financial statements, advises on deal structure and tax consequences | Alongside your lawyer, from the LOI stage onward |
| Business broker or M&A advisor | Sources opportunities, helps with pricing discussions and initial negotiation | Early, if you're using one to find or evaluate a target |
| Lender or financing source | Provides purchase financing and sets its own closing conditions | As soon as you know you'll need financing |
| Insurance advisor | Reviews existing coverage and arranges coverage going forward | During due diligence, before closing |
Your Lawyer
Your lawyer's role runs the length of the deal: reviewing the LOI before you sign it, coordinating due diligence, drafting or reviewing the purchase agreement (a Share Purchase Agreement or Asset Purchase Agreement, depending on structure), negotiating representations, warranties, and indemnities, and managing the closing itself — including things like lease assignment consent, corporate approvals, and any vendor take-back security. This is not a role you want to fill only once you're ready to sign; the earlier your lawyer sees the deal, the more they can actually protect you in it.
Your Accountant
An accountant reviews the financial statements you're being shown, helps assess whether the numbers reflect the actual health of the business, and advises on how the deal's structure — asset purchase versus share purchase — affects your tax position. This includes flagging whether an individual seller's shares might qualify for the Lifetime Capital Gains Exemption, and whether a GST/HST election is available on a qualifying asset sale. These are accounting and tax judgment calls your lawyer will flag but generally won't make for you.
Other Advisors You May Need
- A business broker or M&A advisor can help source opportunities, benchmark an asking price, and manage early-stage negotiations — particularly useful if you don't already have a target in mind.
- A lender or financing source becomes part of your team the moment financing is part of the deal, since their underwriting timeline and conditions affect the whole transaction.
- An insurance advisor reviews what coverage the business already carries, what needs to change on closing, and what new coverage you'll need as the new owner.
Coordinating Your Team So Nothing Falls Through the Cracks
The most common failure isn't a missing advisor — it's advisors working in isolation. Your lawyer needs to know what your accountant is finding on structure and tax; your accountant needs to know what your lawyer is negotiating on price adjustments and indemnities; and if financing is involved, your lender's conditions need to be reflected in the purchase agreement itself. Naming one point of contact — usually your lawyer, since the purchase agreement is where everything ultimately gets documented — keeps the pieces connected.
Frequently asked questions
Do I need a business broker to buy a business?
Not always. If you already have a specific business in mind — through a referral, a personal connection, or your own search — you may not need a broker. A broker adds the most value when you're searching more broadly or need help evaluating a fair price.
Can the same lawyer represent both the buyer and the seller?
Generally, no — a lawyer owes a duty of loyalty to their own client, and buyer and seller have competing interests on price, risk allocation, and disclosure. Each side should have its own lawyer.
How much does it cost to assemble this team?
Costs vary by advisor and by the complexity of your deal, so there's no single figure to quote here. Treadstone Law's legal fees are flat and disclosed upfront; ask your accountant, broker, and any other advisor for their own fee structure before engaging them.
Do I need all of these advisors for a very small purchase?
Not necessarily. A straightforward purchase of a small, simple business may only need a lawyer and an accountant. Bring in additional advisors as the deal's complexity — financing, real property, industry licensing — actually calls for them.
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