- The CRA assigns a business number as a unique identifier for a business, with program account extensions attached for specific obligations — commonly a GST/HST account, a payroll…
- In a share sale, the corporation itself doesn't change — only its shareholders do.
- In an asset sale, the buyer is generally a different legal person or entity purchasing specific assets — not the entity the CRA associates with the seller's existing business number.
When a business changes hands, one practical question tends to get overlooked until it's urgent: what happens to the seller's business number (BN), and does the buyer inherit the existing CRA program accounts — payroll, GST/HST, corporate income tax — or start from scratch? The answer, again, comes down to whether the deal is a share sale or an asset sale.
Getting this wrong isn't just an administrative headache. Remittance obligations, GST/HST collection, and payroll deductions don't pause while the paperwork catches up, so it's worth understanding how the business number and CRA accounts move (or don't move) before your closing date arrives.
What a Business Number Actually Is
The CRA assigns a business number as a unique identifier for a business, with program account extensions attached for specific obligations — commonly a GST/HST account, a payroll deductions account, and a corporate income tax account. These accounts belong to the legal entity the CRA has on file, not to "the business" as a general concept, which is exactly why the structure of a sale matters so much here.
Share Sales: The Same Corporation, the Same Accounts
In a share sale, the corporation itself doesn't change — only its shareholders do. Its business number and program accounts continue exactly as they were, because the CRA is still dealing with the same legal entity it always has been. This also means the buyer inherits whatever sits behind those accounts: outstanding remittances, audit exposure, or compliance issues built up under the seller's ownership. This is a major reason tax filings and CRA compliance history belong on every buyer's due diligence checklist in a share deal — you're not just buying the business, you're buying its tax history.
Asset Sales: A New Registrant for a New Operator
In an asset sale, the buyer is generally a different legal person or entity purchasing specific assets — not the entity the CRA associates with the seller's existing business number. The buyer typically needs its own business number and needs to register whatever program accounts its new operations require (a GST/HST account if it will be making taxable supplies, a payroll account if it will be running its own payroll, and so on). The seller, on its side, generally needs to wind down or adjust the accounts tied to whatever part of the business was sold.
One tax mechanism worth flagging here: on a qualifying asset sale, the Excise Tax Act allows the buyer and seller to jointly elect that GST/HST not apply to the transaction, where the buyer is acquiring all or substantially all of the property needed to carry on the business (or part of it). Without a valid election, GST/HST would generally apply to most business-asset sales at Ontario's HST rate — 13%, as of mid-2026, though this figure should always be verified before you rely on it. Whether your transaction actually qualifies for the election is a question for your accountant or tax lawyer, not something to assume either way.
Quick Comparison
| Consideration | Share sale | Asset sale |
|---|---|---|
| Business number | Stays the same — same legal entity | Buyer generally needs its own |
| GST/HST account | Continues under the existing corporation | Buyer generally registers a new account (subject to the s. 167 election on the transaction itself) |
| Payroll account | Continues, with existing history intact | Buyer generally sets up a new account if it will run its own payroll |
| Prior CRA liabilities | Come with the corporation | Generally stay with the seller unless expressly assumed |
A Practical Sequence to Follow
- Confirm the deal structure early — this decision drives everything else in this article.
- If it's an asset sale, have the buyer register or confirm its own business number and the program accounts its operations will actually need, ideally before closing.
- Talk to your accountant or tax lawyer about whether the transaction qualifies for the GST/HST joint election on a qualifying asset sale.
- Have the seller close out or adjust the accounts tied to the operations being sold.
- Keep clear records of any election filed and any account changes made, in case CRA has questions down the road.
Frequently asked questions
Does the buyer inherit the seller's CRA debts in an asset sale?
Generally, the buyer takes on only the liabilities it expressly agrees to assume in the purchase agreement — outstanding CRA debts tied to the seller's own business number typically stay with the seller. This is one reason buyers still do tax due diligence even in asset deals, since undisclosed issues can complicate a transaction.
What if the buyer already has an existing business number from another business?
The buyer may be able to add the new operations under its existing business number and register additional program accounts as needed, rather than obtaining an entirely new number. This depends on the buyer's existing corporate structure and is worth confirming directly with the CRA or your accountant.
Is the GST/HST election automatic once the deal closes?
No. The joint election under the Excise Tax Act has to actually be made and filed by the parties, and it only applies where the transaction meets the qualifying conditions. Don't assume it applies just because a deal is structured as an asset sale.
Do payroll accounts need to change if employees are simply continuing their jobs?
In an asset sale, yes — if the buyer is a different legal employer, it generally needs its own payroll account for those employees going forward, even where the Employment Standards Act, 2000 treats their service as continuous for entitlement purposes. In a share sale, the existing employer and its payroll account don't change.
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