521 plain-language articles about buying & selling a business. Browse the full list below, or search the whole library.
As-is, where-is removes most protections in a business purchase. Learn exactly what it takes away and how Ontario buyers can still protect themselves.
Read the article →A step-by-step orientation for first-time business buyers in Ontario, from finding a target to closing, and the surprises that catch new buyers off guard.
Read the article →A practical legal checklist for new Ontario business owners covering the first 90 days after closing — records, contracts, staff, and compliance.
Read the article →How does a post-closing amalgamation of a buyer's holdco and the acquired company actually work in Ontario? Here's the process, step by step.
Read the article →When amalgamating two Ontario corporations achieves the same commercial result as a share purchase — and when the two structures genuinely differ.
Read the article →A boilerplate anti-assignment clause in a supplier contract can complicate an Ontario business sale. Here's what to look for in due diligence before closing.
Read the article →Selling a medical, dental, or legal practice in Ontario? Here's how courts and Ontario's employment law treat non-compete clauses for regulated professionals.
Read the article →Before you sell your Ontario business, learn which leases, supplier deals, and customer contracts need consent or assignment — and how to plan the timeline.
Read the article →Learn why a seller's asking price is only a starting point, where the gap to fair value usually comes from, and how Ontario buyers negotiate it.
Read the article →Buying a business in Ontario takes more than one advisor. Here's exactly who to bring onto your team, what each one does, and when to involve them.
Read the article →Lenders size an Ontario business acquisition loan two different ways — off hard assets or off cash flow. Here's what the difference means for buyers.
Read the article →Why key contracts and leases don't automatically transfer in an Ontario asset purchase, what the Commercial Tenancies Act says, and how to plan for consents.
Read the article →What's the legal difference between assigning and novating a contract in an Ontario business sale, and why it matters for who stays on the hook.
Read the article →What an assignment clause in an Ontario business purchase agreement lets a buyer do, why sellers negotiate around it, and what stays their responsibility.
Read the article →The asset schedule in an Ontario asset purchase agreement — not the recitals — defines what a buyer actually gets. Here's what's usually in and out.
Read the article →In an Ontario asset purchase, liabilities don't automatically transfer. Learn how assumed vs. excluded liabilities are typically divided — and where the gaps are.
Read the article →Assuming a business's lease means more than moving in. Learn which obligations transfer to an Ontario buyer, and which stay behind with the seller.
Read the article →Buying a relative's business in Ontario? Learn the common flashpoints — favouritism, informal promises, unequal contributions — before they cause conflict.
Read the article →The difference between a tipping basket and a true deductible in an Ontario business sale indemnity, and how each changes when a buyer can claim.
Read the article →Thinking about BDC financing to buy an existing Ontario business? Here's how BDC acquisition loans generally work and how they compare to a conventional bank loan.
Read the article →Most Ontario business purchases aren't paid in one lump sum. Here's how bank debt, vendor take-back financing, and a buyer's own cash typically stack together.
Read the article →A prospective buyer walked away from your Ontario sale but kept using what they learned. Here's what confidentiality agreements protect and your options.
Read the article →What an Ontario buyer's real options look like when a seller's representation or warranty turns out to be false only after a business sale closes.
Read the article →A seller kept shopping the business after signing an exclusive letter of intent? Here's how exclusivity clauses work in Ontario and what a buyer can do.
Read the article →What a break fee clause is in an Ontario business sale LOI, when it tends to appear, and how it's typically triggered — explained in plain language.
Read the article →What legal exposure a buyer or seller actually faces for abandoning a signed letter of intent in an Ontario business sale — and what doesn't carry risk.
Read the article →The closing certificate package in an Ontario business sale — bring-down, officer's, and good standing certificates — and why buyers insist on getting them.
Read the article →How business broker fees are usually structured in Ontario, what’s typically negotiable, and why the listing agreement’s fee terms deserve a careful read.
Read the article →Warning signs that a business broker may not be the right fit for your Ontario sale, and how to protect yourself before and after signing a listing agreement.
Read the article →The practical differences between a business broker and an M&A advisor in Ontario, and how to decide which one actually fits your business sale.
Read the article →When can a seller keep a buyer's deposit if an Ontario business purchase deal collapses? A plain-language guide to how deposit forfeiture actually works.
Read the article →Why the price a new partner pays to buy in can differ from what a departing partner receives on a buyout — even for the same Ontario business.
Read the article →Buying a business from a relative in Ontario? Learn why arm's-length documentation, independent legal advice, and a fair price still matter in family deals.
Read the article →How buying a business from a court-appointed receiver in Ontario differs from a normal purchase, and which protections a buyer really gets.
Read the article →How purchasing a business from a trustee or receiver in Ontario differs from a normal deal, and what protections buyers gain and lose.
Read the article →How an Ontario target business's unpaid rent, HST, or payroll remittances can affect a buyer, and how to structure a deal around arrears.
Read the article →Buying a business from a retiring Ontario owner? Learn what to expect around transition periods, vendor financing, and informal record-keeping.
Read the article →Planning to buy an Ontario business with a partner? Learn what ownership, funding, and decision-making terms to settle before you sign anything.
Read the article →Why structuring an Ontario business purchase as an asset deal doesn't automatically avoid an existing union relationship, and how this differs from ESA continuity.
Read the article →Considering buying a business in an industry you've never worked in? Here's the added diligence and transition planning Ontario buyers in this position need.
Read the article →How existing or threatened lawsuits against a target business affect an Ontario buyer's risk, and how deal structure and diligence can manage it.
Read the article →Whether skipping a business broker adds legal or financial risk to an Ontario business purchase, and how to cover the gaps a broker would normally fill.
Read the article →The additional checks Ontario buyers should add to due diligence when a target business is in financial distress — creditors, employees, and suppliers.
Read the article →Buying a business with a certified union in Ontario? Here’s what changes for due diligence, deal structure, and post-closing labour obligations.
Read the article →Does buying an existing franchise resale in Ontario still trigger Arthur Wishart Act disclosure? Learn why the answer depends on how the deal is structured.
Read the article →What buyers need to know when a business's value depends heavily on the owner's personal relationships and skill, and how to structure around that risk.
Read the article →Buying assets from a bankrupt or insolvent Ontario company works differently from an ordinary purchase. Here's how a BIA sale actually proceeds.
Read the article →Purchasing assets from a receiver isn't a normal deal. See how the process, price terms, and paperwork differ from a standard Ontario asset purchase.
Read the article →Trustees and receivers are different insolvency officials with different roles. Learn what actually changes for an Ontario buyer purchasing from each.
Read the article →Thinking about a management buyout of the Ontario business you work for? Understand the financing, valuation, and employer-relationship issues involved.
Read the article →Can a new owner cut pay or restructure commissions after buying an Ontario business? The constructive dismissal risk explained for buyers and employees.
Read the article →In an Ontario asset purchase, can the buyer pick and choose which employees to hire? Here’s what the law allows and where the real risks actually sit.
Read the article →Some Ontario commercial leases tie the renewal option to the original tenant only. Here's how that clause can affect a buyer taking over the lease.
Read the article →If vendor-financed payments stop, can an Ontario seller actually take the business back? It depends on what security you took at closing. Here's how.
Read the article →How a purchase agreement's liability cap and survival period limit what an Ontario seller owes after closing — and how buyers push the ceiling higher.
Read the article →Sellers sometimes move unwanted assets out of a corporation before an Ontario share sale closes. Here's how pre-closing reorganization generally works.
Read the article →Selling depreciable business assets for more than their tax value can trigger CCA recapture, taxed as income rather than a capital gain. Here's how it works in an Ontario asset sale.
Read the article →Why a share purchase can still trigger a franchisor's consent rights, even when the franchise agreement itself isn't formally assigned to a buyer.
Read the article →A change-of-control clause can let a landlord, lender, or supplier react to an Ontario share purchase — even though only the shares are changing hands.
Read the article →When and why a buyer renames an acquired Ontario corporation after a share purchase, the filing steps involved, and what doesn't change automatically.
Read the article →The order Ontario business buyers should update their legal name across insurance, utilities, suppliers, and accounts after closing, and why order matters.
Read the article →Buying a resale franchise? Here’s why confirming the remaining term and renewal conditions matters before you commit to the purchase.
Read the article →See how Ontario buyers confirm a target corporation is active, in good standing, and accurately described before completing a business purchase.
Read the article →Learn why unpaid CRA debts on a target business matter to Ontario buyers, and the due diligence steps used to screen for them before closing.
Read the article →How a buyer finds out whether a target business owes back taxes in Ontario, and how a purchase agreement can protect against inherited tax debt.
Read the article →Learn how Ontario business buyers find loans, guarantees, or co-signed debts attached to a target business that aren't shown in the financials.
Read the article →Why buyers scrutinize a seller's books so closely, and what financial clean-up work Ontario business owners should do before going to market.
Read the article →A bank asking you to co-sign or guarantee a business acquisition loan? These are legally different roles with different exposure. Here's the distinction.
Read the article →The recurring errors that trip up first-time Ontario business buyers — from skipping diligence to underestimating working capital — and how to avoid them.
Read the article →The issues that most often cause disputes between buyer and seller after an Ontario business sale closes, and how well-drafted agreements resolve them.
Read the article →From financing to landlord consent to due diligence surprises — here are the most frequent reasons Ontario small-business sales collapse before closing.
Read the article →The seller's representations in an Ontario business purchase agreement cover far more than title and price. Here are the recurring categories, explained.
Read the article →What a closing condition is in an Ontario business purchase agreement, common examples, and what happens if one isn't satisfied by the outside date.
Read the article →Before buying an Ontario business, verify who actually owns its trademarks and domain names — and whether they can legally transfer to you at closing.
Read the article →A new owner can lawfully make changes after buying a business — but the wrong ones can amount to constructive dismissal. Here's the general risk map.
Read the article →What a consulting agreement for an outgoing business owner should cover in Ontario, and why it's kept separate from the purchase agreement.
Read the article →When a holding company can guarantee acquisition debt instead of its individual owner, and what practical difference that makes to personal risk.
Read the article →Why receivership asset sales in Ontario need a judge's approval, what the court considers, and what that process means for a buyer's timeline and risk.
Read the article →What it means to crystallize your capital gains exemption ahead of selling or restructuring an Ontario business, and why timing this step matters.
Read the article →Learn why a business that depends heavily on one or two customers carries extra risk for Ontario buyers, and how to investigate and price for it.
Read the article →Why relying on one or two large customers can lower your Ontario business’s sale price, and practical steps sellers can take to reduce the risk before listing.
Read the article →Before closing an Ontario asset purchase, check which customer contracts need consent to assign — or the buyer may not be able to enforce them at all.
Read the article →Learn what an Ontario business buyer should check about a target's data practices and past breaches before taking on its customer data.
Read the article →How Ontario sellers can stay motivated and keep the business performing well through a drawn-out marketing, diligence, and closing process.
Read the article →What is a debt push-down, and why do Ontario buyers amalgamate their holding company with the target after closing? Here's how the strategy generally works.
Read the article →When is interest on a loan to buy shares or assets of an Ontario business tax-deductible? The general principle, and why borrowing structure matters.
Read the article →What happens if an Ontario landlord simply doesn’t respond to a lease assignment request? What the law actually says about silence, and what to do next.
Read the article →What actually happens to employees when only the shares of their employer are sold in Ontario? Understand why nothing changes — and where confusion creeps in.
Read the article →Learn what personal exposure new directors take on after a share purchase in Ontario, and the steps buyers use to manage director liability risk.
Read the article →What must an Ontario seller disclose about unpaid wages, grievances, or employee claims during a business sale? Here’s how disclosure obligations work.
Read the article →A disclosure schedule qualifies the seller's promises in an Ontario business sale agreement. Learn what belongs in one and why it protects both sides.
Read the article →Learning that sales or customer figures were inflated before you bought an Ontario business can feel like a gut punch. Here's how to think through your options.
Read the article →What an Ontario buyer or seller can do when they disagree with the numbers in a post-closing purchase price adjustment, from first objection to escalation.
Read the article →How to formally challenge a post-closing inventory count or working capital calculation in an Ontario business sale, and what the process usually involves.
Read the article →What a minority shareholder who opposes a major Ontario asset sale can do — the statutory dissent and appraisal remedy explained in plain language.
Read the article →Why an Ontario asset sale usually requires new employment contracts, what ESA continuity of employment does and doesn't preserve, and what to include.
Read the article →Wondering if employees must approve a business’s share sale in Ontario? Here’s why the employer doesn’t change and what actually shifts for staff.
Read the article →Buying a franchise resale doesn't automatically hand you the seller's renewal rights. Here's how Ontario franchise agreements typically treat renewal.
Read the article →When a business changes hands in Ontario, is the new owner bound by the old employment contracts? How share and asset deals treat staff differently.
Read the article →Ontario business owners are not legally required to hire a broker to sell — here’s what a broker adds, what going without one means, and how to decide.
Read the article →Should you hire an independent business valuator before buying an Ontario business, or trust the broker's or accountant's numbers? Here's how to decide.
Read the article →Should an Ontario partner buyout agreement include seller-style representations and warranties, just like a sale to an outside buyer would?
Read the article →Selling business assets in Ontario? Learn the 'supply of a business' and 'all or substantially all' tests behind the Section 167 GST/HST election before you rely on it.
Read the article →Buying a business from family in Ontario? Learn why each side needs its own lawyer even when everyone trusts each other, and what can go wrong if you skip it.
Read the article →Family money funding part of your Ontario business purchase? Here's what to put in writing — loan terms, security, and disclosure — before funds move.
Read the article →When must a purchasing employer credit an employee's years worked for the seller toward future notice and severance calculations? A structure-by-structure guide.
Read the article →Find out whether an existing union contract binds a new business owner in Ontario, and how the answer changes between a share sale and an asset sale.
Read the article →Why a seller who personally guaranteed a commercial lease often remains liable to the landlord after the lease is assigned to a buyer in Ontario.
Read the article →When an Ontario business sells its assets rather than its shares, are employees automatically terminated? Here's how the law actually treats it.
Read the article →Structuring an Ontario business sale as a share purchase often skips lease assignment — but many leases close that gap. Here's where the rule breaks down.
Read the article →Preferred shares from an Ontario estate freeze can still qualify for the capital gains exemption on a later sale — if the corporation and holding tests are met. Here's how it works.
Read the article →Why Ontario partners buying out a co-owner still need real financial and legal due diligence, even when they think they already know the business.
Read the article →Buying an existing Ontario franchise location? Here’s how due diligence on a resale franchise differs from buying new, and what buyers often overlook.
Read the article →Earn-in and earn-out sound alike but describe opposite sides of a deal — one builds ownership over time, the other defers part of a sale price.
Read the article →When a buyer's decisions cause a business to miss earn-out targets after an Ontario sale, what can a seller actually do? Here's how these disputes play out.
Read the article →How an earn-out based partner buyout works in Ontario, why a departing partner might agree to one, and the risks both sides should weigh.
Read the article →How group benefits and pension arrangements are treated differently in an Ontario asset purchase versus a share purchase, and what buyers and sellers should plan for.
Read the article →Buying assets out of receivership? Learn whether you inherit obligations to the insolvent company's former employees, and how to manage that risk.
Read the article →Why does a share sale leave every employee's job, contract, and length of service undisturbed in Ontario? The legal reason is simpler than most people think.
Read the article →How do indemnity clauses in an Ontario business purchase agreement allocate the risk of pre-closing employment liabilities between buyer and seller?
Read the article →Buying a struggling Ontario business? Learn whether you inherit unpaid wages, vacation pay, or termination liabilities owed to the seller's employees.
Read the article →What does an employee non-solicitation clause in an Ontario business purchase agreement actually cover, and how is it different from a non-compete?
Read the article →How are outstanding employee stock options or equity grants resolved when an Ontario company is sold? Acceleration, cash-out, rollover, and cancellation.
Read the article →Misclassified contractors, unpaid overtime, and informal terms — the employment due diligence red flags every Ontario business buyer should check for.
Read the article →A guide to the employee-related documents and hidden liabilities Ontario business buyers should uncover in due diligence before signing an agreement.
Read the article →A practical checklist of employee-related liabilities Ontario buyers should uncover before completing a business purchase, from continuity to severance exposure.
Read the article →What employment warranties and representations should a seller give in an Ontario business purchase agreement? Payroll, ESA compliance, and claims explained.
Read the article →Learn when a buyer should worry about contamination or environmental non-compliance tied to an Ontario target business, and how to investigate it.
Read the article →See how environmental liability attaches differently in an Ontario asset purchase versus a share purchase, and what due diligence and contract terms address it.
Read the article →Learn how Ontario business buyers verify that equipment included in a sale is in the condition and working order claimed, before closing.
Read the article →What does section 9 of Ontario's Employment Standards Act actually deem to happen when a business is sold as a going concern? A plain-language breakdown.
Read the article →What an escrow or holdback arrangement is in an Ontario business sale, why buyers ask for one, and what actually determines when the funds release.
Read the article →How an escrow holdback works in an Ontario business sale, what triggers a draw against it, and how it compares to other buyer protections.
Read the article →How a buyer actually draws against an escrow or holdback after an Ontario business sale closes, and what happens if the loss is bigger than the fund.
Read the article →How does a purchase-price escrow holdback differ from a vendor take-back note in an Ontario business sale? A side-by-side comparison for sellers.
Read the article →What goodwill really represents in an Ontario small business sale, the difference between business and personal goodwill, and how to judge it.
Read the article →The difference between an exclusive and an open listing when selling an Ontario business, and which arrangement tends to serve sellers better.
Read the article →What an exclusivity or no-shop clause in an Ontario business sale letter of intent actually restricts a seller from doing, and why it matters.
Read the article →What an exclusivity or no-shop clause in an Ontario business LOI actually locks in for a buyer, and what a seller gives up by agreeing to sign one.
Read the article →Signing an exclusivity clause in a letter of intent means agreeing not to talk to other buyers. Here's what Ontario sellers should understand first.
Read the article →Understand what an execution or judgment search reveals about a seller's unpaid debts, and why Ontario business buyers run one before closing.
Read the article →Thinking about how to exit your Ontario business? Compare a third-party sale, family succession, a management buyout, and winding down side by side.
Read the article →Informal pay, missing contracts, and emotional dynamics — what Ontario business owners need to sort out about family employees before a sale.
Read the article →How do incoming partners fund buying equity into a law, medical, or accounting practice in Ontario? A look at realistic financing sources and legal steps.
Read the article →The realistic ways an Ontario partner can fund buying out a co-owner, from personal and bank financing to vendor-style seller financing.
Read the article →How a buyer's obligation to close can be made conditional on securing financing, and the risk that creates for Ontario sellers.
Read the article →Bank loans, vendor take-backs, and personal capital — how Ontario buyers typically fund a business purchase, and how these sources are usually combined.
Read the article →What public health inspections and municipal licensing approvals a restaurant buyer generally needs before opening under new ownership in Ontario.
Read the article →Ontario’s franchise resale disclosure exemptions are narrow and fact-specific. Learn why you shouldn’t assume one applies before buying a franchise.
Read the article →What does a franchisor charge to approve a change of ownership in Ontario, and where can a buyer or seller actually negotiate? Here’s how transfer fees work.
Read the article →What role does a franchisor play in approving a resale, and what fees or conditions should Ontario buyers expect? A plain-language breakdown.
Read the article →What does an Ontario franchisor typically require before approving a new franchisee? A plain-language look at training, financial, and background conditions.
Read the article →Understand the franchisor approval process for selling a franchised business in Ontario, what franchisors look for in a buyer, and how to avoid delays.
Read the article →A franchisor right of first refusal can let the franchisor step into your negotiated sale. Learn how ROFR clauses work and how to protect your deal.
Read the article →Bought a distressed business at a steep discount in Ontario? Learn when a sale can be challenged by the seller's creditors and how buyers protect themselves.
Read the article →Not all false statements in an Ontario business sale are treated equally. Here's how fraudulent, negligent, and innocent misrepresentation differ.
Read the article →Not every representation in an Ontario business sale agreement is treated the same. Learn why fundamental reps get special protection — and general reps don't.
Read the article →How the restricted territory in a seller's non-compete is defined after an Ontario business sale, and why too broad an area can void the whole clause.
Read the article →What an independent business valuation actually tells an Ontario seller, the common approaches used, and why getting one before you list matters.
Read the article →Learn what a landlord estoppel certificate confirms, why buyers ask sellers to obtain one, and how to request one before closing an Ontario business sale.
Read the article →What events can get a personal guarantee released on an Ontario business loan, and how a buyer can negotiate for release terms before signing.
Read the article →What can a landlord ask for before agreeing to assign a commercial lease to a business buyer in Ontario? A practical look at what to expect and prepare.
Read the article →Selling your business doesn’t automatically end your personal lease guarantee. Learn how to negotiate a release when assigning an Ontario commercial lease.
Read the article →Understand why governing law, jurisdiction, and arbitration clauses matter in an Ontario business sale agreement, and how disputes actually get resolved.
Read the article →Selling a business with several storefronts means several landlords, several consents, and several timelines. Here's how Ontario deals manage that complexity.
Read the article →What a business broker actually does, what they don’t do, and how Ontario sellers can choose one they trust before sharing sensitive details.
Read the article →How does financing move from a buyer's holding company down to the business it's buying in Ontario? Here's how a holdco-opco structure works.
Read the article →Buying a business that's operating month-to-month on a holdover lease carries real risk. Here's what it means in Ontario and how to protect yourself.
Read the article →How amounts paid specifically for a seller's non-compete promise are generally taxed differently from goodwill or share proceeds in an Ontario business sale.
Read the article →For a leasehold-dependent business, remaining lease term and renewal security can move price and negotiations. Here's how that plays out in an Ontario sale.
Read the article →What happens, step by step, when a buyer discovers a problem after closing an Ontario business sale and needs to make an indemnity claim against the seller.
Read the article →Understand how a pending lawsuit against an Ontario business follows or stays behind depending on deal structure, and how purchase agreements handle it.
Read the article →What a customer notification letter should say after an Ontario business sale, when to send it, and whether it creates legal obligations for the buyer.
Read the article →The channels and tools Ontario business brokers use to market a business for sale confidentially, from teaser profiles to buyer databases and screening.
Read the article →Does a lender secure an acquisition loan differently for a share purchase versus an asset purchase in Ontario? Here's how the financing side actually changes.
Read the article →Selling a business? Learn how goodwill is treated for tax purposes in Ontario, how it differs between asset and share sales, and why the allocation matters.
Read the article →Landlord consent to a lease assignment can take longer than either side expects. Here's how Ontario buyers and sellers build that risk into a closing timeline.
Read the article →What Ontario courts weigh when deciding whether the length of a seller's non-compete in a business sale is reasonable — or long enough to be unenforceable.
Read the article →A survival clause sets the deadline for indemnity claims after an Ontario business sale closes. Here's what it does and how the usual categories differ.
Read the article →There’s no fixed timeline for due diligence on an Ontario business purchase. Here’s what actually drives how long it takes, and how to plan around it.
Read the article →There's no fixed timeline for buying an Ontario business, but the phases are predictable. See what actually speeds up or slows down your deal.
Read the article →Why there's no fixed timeline for selling an Ontario business, the phases that add to the process, and the factors that speed it up or slow it down.
Read the article →What determines how long a seller should stay involved after an Ontario business sale — owner-dependence, key relationships, and how to structure it.
Read the article →The practical sequence of wires, trust conditions, and releases that moves purchase funds from buyer to seller on closing day in an Ontario business sale.
Read the article →The purchase price is only part of it. Here's how to think through the real cash requirement — deposit, closing costs, and working capital — before you buy.
Read the article →A plain-language guide to how small business valuation works in Ontario, so you can sanity-check a seller's asking price before you make an offer.
Read the article →The most common mistakes that disqualify an otherwise-eligible Ontario business sale from the Lifetime Capital Gains Exemption — and how to avoid them.
Read the article →Selling your Ontario business with seller financing? Learn the security tools sellers actually use to protect a vendor take-back loan if the buyer defaults.
Read the article →Claiming a large lifetime capital gains exemption on an Ontario business sale can still trigger alternative minimum tax. Here's the general concept explained.
Read the article →How access to the Lifetime Capital Gains Exemption pushes Ontario sellers toward a share sale, and what qualifying for it actually requires.
Read the article →Found a business you'd like to buy that isn't listed for sale? Learn how to raise the idea with the Ontario owner without souring the relationship.
Read the article →Learn what to look for when hiring a lawyer for an Ontario business purchase, from transactional experience to fee structure, before you sign anything.
Read the article →Where serious Ontario buyers actually source businesses for sale — beyond generic listing sites — and how to get your team ready before you make an offer.
Read the article →Practical steps for pursuing an indemnity claim against an uncooperative or hard-to-find seller after an Ontario business purchase agreement closes.
Read the article →Thinking of selling your Ontario business? Here's what to get in order — legally and financially — before you go to market, from an Ontario business law firm.
Read the article →A non-accountant's guide to reading an Ontario business's income statement and balance sheet before making an offer — and where an accountant takes over.
Read the article →How Ontario buyers should treat a seller's claim of extra unreported cash income, and why unverifiable revenue is a pricing and legal risk, not a bonus.
Read the article →See how unpaid source deductions and HST follow a share purchase in Ontario, why this differs from an asset deal, and how buyers protect against it.
Read the article →Why an Ontario business asset sale is generally a taxable supply for HST purposes, what that means for pricing, and the election that can change it.
Read the article →Some Ontario business sales combine an asset purchase and a share purchase in one deal. Here's why hybrid structures get used, and how they typically work.
Read the article →How a basket and a cap work together to decide what an Ontario business buyer can actually recover on an indemnity claim, from discovery to payout.
Read the article →How an indemnity cap limits a seller's post-closing liability in an Ontario business sale, and which carve-outs typically remove the cap entirely.
Read the article →What an indemnity clause actually promises in an Ontario business purchase agreement, and four common misconceptions that trip up buyers and sellers.
Read the article →Learn how an indemnity holdback protects an Ontario business buyer against undisclosed liabilities, and how it fits with reps, warranties, and indemnities.
Read the article →Why Ontario lenders require a business loan guarantor to get independent legal advice, and what that lawyer actually reviews before you sign.
Read the article →Learn how Ontario business buyers confirm a target's existing insurance actually covers its real risks, and where coverage gaps commonly hide.
Read the article →Buying a business? Learn what intellectual property assets to identify and how to confirm the seller actually owns them before you close in Ontario.
Read the article →How an intercreditor agreement ranks a bank's and a vendor take-back seller's competing security when financing an Ontario business purchase.
Read the article →How inventory is physically counted and valued when an Ontario business changes hands, and how that figure feeds into the final purchase price.
Read the article →The physical stock count doesn't match what the purchase agreement said. Here's how inventory disputes typically get resolved in an Ontario business sale.
Read the article →Buying a business with inventory? Learn how Ontario buyers confirm inventory quantities, condition, and value actually match what the seller claims before closing.
Read the article →Whether a deposit paid alongside a letter of intent for an Ontario business purchase comes back if the deal falls through, and what actually controls that.
Read the article →Buying an existing Ontario franchise from its current owner? Here's how the Arthur Wishart Act's rescission rights actually apply to resale purchases.
Read the article →Why confidentiality is one of the first legal issues in any Ontario business sale, what a leak can cost you, and the tools sellers use to prevent one.
Read the article →Why buyers worry about losing critical staff after a business sale, and what Ontario sellers and buyers can legally do about that flight risk.
Read the article →How key employee retention agreements keep critical staff in place during an Ontario business sale, covering structure, timing, and legal pitfalls.
Read the article →Learn why buyers make an Ontario business sale conditional on key staff staying on, and how the ESA's non-compete rules affect retaining them.
Read the article →Why Ontario lenders often require acquisition-loan borrowers to assign key person life insurance as collateral, and how that assignment works.
Read the article →Why buyers discount an Ontario business that can’t run without its owner, and practical steps to reduce key-person dependency before you go to market.
Read the article →What a 'to the Seller's knowledge' qualifier does in an Ontario business sale agreement, who counts as 'the Seller,' and how it limits post-closing risk.
Read the article →When a business sale includes a commercial lease, the landlord often charges a fee to process the assignment. Here's how that works in Ontario and who pays.
Read the article →Why an assignable commercial lease often needs landlord consent before an Ontario business sale can close, and what happens if consent is refused or delayed.
Read the article →Buying a business that leases its space? Here's what your lawyer requests from the landlord — consent, estoppel, updated lease — before you close in Ontario.
Read the article →Buying a business that leases its premises? Here's what an Ontario landlord typically wants from an incoming buyer before consenting to a lease assignment.
Read the article →Selling an Ontario business that operates from leased premises? Here's what a seller needs from the landlord before an assignment can close.
Read the article →A landlord recapture clause can let your landlord take back leased space instead of approving an assignment. Here’s how it can affect an Ontario business sale.
Read the article →Buying a business means taking over its lease. Learn which landlord remedies, like distress and re-entry, follow the space to you under Ontario law.
Read the article →Why the timing of a layoff before or after an Ontario business sale closing matters for which party ends up legally responsible for the employee.
Read the article →Taking over an Ontario business's existing lease by assignment, or signing a fresh lease with the landlord instead? Here's how the two options compare.
Read the article →Buying or selling a business with a lease nearing expiry? See how a landlord's non-renewal can threaten an Ontario deal already underway, and how to respond.
Read the article →Warning signs in a target business's commercial lease that Ontario buyers should catch before closing — and how each one can affect the deal.
Read the article →Buying or selling a leased business in Ontario? Here’s what typically happens to leasehold improvements and the landlord’s security deposit on assignment.
Read the article →Buying a business? Here’s the difference between legal and financial due diligence, what each covers, and why Ontario buyers need both.
Read the article →A practical checklist for Ontario business owners on the corporate records, contracts, and compliance gaps worth fixing before a buyer’s due diligence begins.
Read the article →Planning to buy an Ontario insurance brokerage? Learn how RIBO and FSRA licensing considerations fit alongside the corporate purchase agreement.
Read the article →What to check in a business broker listing agreement before signing — exclusivity, term length, termination rights, and tail or holdover clauses.
Read the article →Acquisition loans come with covenants that follow you long after closing. Here's what financial and operating covenants typically require, and what a breach means.
Read the article →What's actually enforceable at the LOI stage versus the definitive purchase agreement in an Ontario business deal, so you don't assume protections too soon.
Read the article →The step-by-step process an Ontario buyer follows to make and collect on an indemnification claim after a business sale closes, from notice to payment.
Read the article →How Ontario buyers protect themselves in a franchise purchase by making the franchisor's approval of the change of ownership a condition of closing.
Read the article →How Ontario buyers draft a landlord consent condition into a business purchase agreement, and what happens if consent isn't obtained by closing.
Read the article →Why do buyers ask for signed offer letters from key staff before closing an Ontario business sale? Here’s how employment closing conditions actually work.
Read the article →How an Ontario asset purchase agreement can require the buyer to offer jobs to the seller's staff, and what that condition needs to cover to actually work.
Read the article →In a management buyout, your existing team becomes the buyer. Here's how MBOs are typically structured and financed for an Ontario business sale.
Read the article →A practical, step-by-step approach to finding and reaching buyers for your Ontario business if you decide to sell without hiring a broker.
Read the article →Understand what a material adverse change clause protects against in an Ontario business sale, and why invoking one to walk away is a high bar to clear.
Read the article →Landlord consent letters can hide material adverse change clauses that add new risk after closing. Here's what Ontario business buyers should check first.
Read the article →How the word 'material' changes a representation in an Ontario business purchase agreement, and why buyers and sellers fight over where it appears.
Read the article →Combining with a competitor is a different kind of exit than a straight sale. Here's how the legal mechanics and your ongoing role differ in Ontario.
Read the article →What is mezzanine debt, how does it sit between senior bank financing and buyer equity, and when does an Ontario business acquisition actually need it?
Read the article →Which resolutions and corporate registers need updating in the minute book once a share purchase closes in Ontario — a practical breakdown.
Read the article →How Ontario family businesses use multiple shareholders or a family trust to let several people each claim their own capital gains exemption on one sale.
Read the article →Before buying an Ontario business, confirm its premises actually comply with local zoning. Learn what to check and why the current use might not be guaranteed.
Read the article →When a lease is too close to expiry to satisfy a buyer or lender, a short-term extension can bridge the gap. Here's how Ontario franchise resales use them.
Read the article →Selling your Ontario business with seller financing? Here is what to negotiate into a vendor take-back note — interest, security, covenants, and default terms.
Read the article →How an Ontario business buyer can limit personal exposure through dollar caps, carve-outs, or release triggers when a lender insists on a guarantee.
Read the article →When a buyer keeps existing staff after acquiring an Ontario business, should it issue new employment contracts? Here's how structure and continuity interact.
Read the article →The common exception letting a seller hold a small passive stake in a competitor after an Ontario business sale without breaching the non-compete.
Read the article →Why a seller's reported net income isn't the real number, and how normalized earnings, SDE, and EBITDA help Ontario buyers compare businesses fairly.
Read the article →What are 'add-backs' and seller's discretionary earnings, and how does a seller justify them to a skeptical buyer? An Ontario business law firm explains.
Read the article →Which third parties should generally be notified before an Ontario business sale closes, and what can go wrong if a landlord, insurer, or lender is skipped.
Read the article →Does Ontario law require you to tell employees before selling your business? Here’s what’s legally required, and when it’s wise to tell staff anyway.
Read the article →What Ontario business buyers should tell suppliers and vendors after closing to keep credit terms, deliveries, and contracts running smoothly.
Read the article →What CRA filings and account changes a business sale in Ontario actually triggers — for share deals, asset deals, and the GST/HST election on assets.
Read the article →Novation and assignment sound similar, but only one can release an Ontario seller from a contract after a business sale closes. Here's the difference.
Read the article →Buying a business in Ontario? Here’s what to include in the new offer letters you give employees you’re keeping on after an asset purchase deal.
Read the article →Buying or selling an Ontario medical practice? Learn why OHIP billing numbers can't simply transfer, and what actually has to happen at closing.
Read the article →What banking and payment-processing setup needs to happen before and after closing when you buy a business in Ontario. A practical checklist for buyers.
Read the article →Unresolved issues between a franchisee and franchisor can follow the business into new ownership. Here’s what Ontario buyers need to check first.
Read the article →Selling your Ontario business? Learn how a departing owner's post-sale role — employee, consultant, or clean break — is typically structured and why it matters.
Read the article →Should a seller's post-closing help be folded into the purchase price or billed separately? How Ontario business sale agreements structure this choice.
Read the article →Buying less than 100% of an Ontario company changes control, price, and protections. Learn how a partial share purchase works before you make an offer.
Read the article →What actually happens when Ontario business partners can't agree on a buyout price, from shareholder agreement mechanisms to independent valuators.
Read the article →What 'safe income' means in Canadian tax planning, and how a corporation may pay it out tax-free to a corporate shareholder before an Ontario business sale.
Read the article →What happens to wages, source deductions, and the next pay date when an Ontario business sale closes mid pay-period — for buyers, sellers, and employees.
Read the article →Learn what happens to group pension and benefit plans when an Ontario business is sold, and why share deals and asset deals produce different outcomes.
Read the article →Retail leases with percentage rent tied to sales raise unique questions when a business is sold. Here's what typically carries over to the buyer in Ontario.
Read the article →Why might an incoming partner be asked to personally guarantee existing firm debt when buying in, and how much of that is actually negotiable?
Read the article →Selling a struggling Ontario business doesn't automatically release you from personal guarantees on its loans or lease. Here's what actually ends one.
Read the article →Why a buyer may want an Ontario business sale non-compete to bind the individual owner personally, not just the selling corporation.
Read the article →What a PPSA search reveals before an Ontario business purchase loan funds, what it typically costs, and what happens if it finds an existing lien.
Read the article →Practical safeguards Ontario sellers use to keep a pending business sale from leaking — from need-to-know access to data room discipline.
Read the article →Learn why product liability exposure when buying a business in Ontario can still reach an asset-purchase buyer, and how to manage that risk in the deal.
Read the article →How prepaid and accrued operating expenses like rent, utilities, and insurance are typically split between buyer and seller on an Ontario business sale closing.
Read the article →How a working-capital purchase price adjustment recalculates what a buyer actually pays after an Ontario business sale closes, and why it matters.
Read the article →Which seller add-backs Ontario buyers should scrutinize closely before accepting an adjusted earnings figure, category by category.
Read the article →Whether an Ontario buyer taking over a franchised outlet is bound by the same radius and non-compete restrictions the original franchisee agreed to.
Read the article →Want cash now without walking away entirely? Learn how a recapitalization lets Ontario business owners take a partial exit while keeping some ownership.
Read the article →Learn the bookkeeping warning signs that suggest an Ontario business buyer should dig deeper before closing, and how to respond when you find one.
Read the article →Warning signs in a target business's numbers, lease, employees, and paperwork that should make an Ontario buyer slow down before making an offer.
Read the article →Does buying business assets in Ontario mean you need a new business name registration? Here's how the Business Names Act applies after an asset purchase.
Read the article →Selling a health, legal, or other regulated practice in Ontario? Here's how to work out whether your college needs to approve or be told about the sale.
Read the article →Learn when an Ontario business sale needs licence transfer or regulatory sign-off, including Competition Act and Investment Canada Act review.
Read the article →How and when money held back at closing on an Ontario business sale actually gets released to the seller, and what happens if there's a dispute.
Read the article →Bought a business with vendor financing? Here's how to discharge the seller's PPSA registration or GSA once your vendor take-back note is paid off in Ontario.
Read the article →If a lease renewal deadline falls in the middle of a business sale, who exercises it — seller or buyer? Here's how Ontario deals typically handle the timing.
Read the article →Unpaid rent under a business's existing lease can follow the space you're buying. Here's how Ontario buyers confirm arrears are cleared before closing.
Read the article →What do representations and warranties actually do in an Ontario business purchase agreement? A plain-language walkthrough of how they work and why they matter.
Read the article →When representations and warranties insurance is worth exploring for an Ontario business sale, and how the process of getting a policy actually unfolds.
Read the article →How representations and warranties (R&W) insurance works in an Ontario business sale, what it covers, and how it changes indemnity negotiations.
Read the article →When can an Ontario buyer actually rescind a business purchase agreement and undo a closed deal, instead of pursuing damages? Here's what the law allows.
Read the article →Learn how Ontario’s two Arthur Wishart Act rescission windows can apply when you’re buying an existing franchise resale, not just a new franchise.
Read the article →Why do buyers ask retained key employees to sign new non-compete and confidentiality terms at closing? A plain-language guide for Ontario business sales.
Read the article →How retention bonuses are typically sized, timed, and conditioned in an Ontario business sale, and who usually ends up responsible for paying them.
Read the article →What financial records to request from a current franchisee before buying their Ontario location, and why franchisor figures aren’t enough on their own.
Read the article →How a buyer checks whether a target business has properly collected and remitted HST before an Ontario business purchase closes.
Read the article →How Ontario buyers assess whether a target business's accounts receivable are actually collectible before including them in the purchase price.
Read the article →What a new owner should check in a business's existing customer contracts to confirm they still bind after an Ontario business sale.
Read the article →Learn why an incomplete or inconsistent minute book is a warning sign when buying the shares of an Ontario corporation, and what to check.
Read the article →Misclassified contractors can become a costly liability after closing. Learn how Ontario business buyers review classification risk before signing.
Read the article →Buying an Ontario business? Learn how to review employment contracts and estimate hidden severance exposure before you sign a purchase agreement.
Read the article →Learn which contracts count as material in an Ontario business purchase, and why a buyer needs to read them before relying on the seller's revenue.
Read the article →Found a pending lawsuit during due diligence? Learn how Ontario buyers assess the exposure and structure a deal around it before closing.
Read the article →What Ontario buyers should look for in a target business's key supplier and customer contracts, including assignability and change-of-control clauses.
Read the article →If a business depends on its location, the lease deserves close review. A guide for Ontario buyers on what commercial lease terms to check before closing.
Read the article →Why the commercial lease needs careful review before you buy an Ontario business, what changes between an asset and share deal, and landlord consent.
Read the article →Learn how Ontario buyers check whether a target business is facing or has faced lawsuits, and how to build litigation protection into the purchase agreement.
Read the article →What a PPSA search shows an Ontario business buyer, why undisclosed security interests on assets matter, and how to clear them before closing.
Read the article →A business sale can run for months in the background. Here's how Ontario owners keep performance steady — and protect the deal — while it plays out.
Read the article →Understand pro-sandbagging and anti-sandbagging clauses in an Ontario business sale, and whether a buyer can claim on a rep it knew was false.
Read the article →How does pledging a purchased company's shares back to the seller work as security for a vendor take-back note in an Ontario business sale?
Read the article →A seller refusing to close a signed Ontario business purchase agreement doesn't end your options. Learn what remedies a buyer can pursue and how they work.
Read the article →What an Ontario buyer can do after closing when the seller knew about pending litigation against the business and never disclosed it before the sale.
Read the article →When an Ontario business's real performance doesn't match what the seller represented, buyers have several legal paths. Here's how they compare.
Read the article →How the joint election under the Excise Tax Act lets a qualifying Ontario business asset sale close without HST changing hands, and where it doesn't apply.
Read the article →Selling your Ontario business to a child, sibling, or other relative? Learn why the legal, tax, and fairness issues still need careful, formal handling.
Read the article →Selling your Ontario business to a friend or existing partner? Learn why the deal still needs full legal rigour, even when both sides already trust each other.
Read the article →What Ontario business owners need to know before selling a struggling business, so the sale isn't later challenged as unfair to creditors.
Read the article →You don't have to sell everything at once. Here's how a partial exit through a minority share sale works for Ontario owners, and what to watch for.
Read the article →Planning to sell your Ontario business to a relative for less than it's worth? Learn the tax and legal issues this raises and how to document it properly.
Read the article →Deciding between selling 100% now or bringing in a growth investor for a partial exit? Compare the legal, financial, and control differences here.
Read the article →Considering a sale to a direct competitor? Learn the confidentiality and strategic risks unique to this kind of deal and how Ontario sellers can protect themselves.
Read the article →Thinking about an employee buyout? Learn the common structures, financing tools, and legal steps for selling an Ontario business to your own employees.
Read the article →Learn how a set-off right lets a business buyer deduct an indemnity claim from a vendor take-back note or earn-out still owed to the seller.
Read the article →Learn why an independent valuation matters even more in a family business sale, and how it protects both the buyer and other relatives later.
Read the article →Why do buyers in an Ontario asset purchase insist on indemnity clauses protecting them against pre-closing severance and termination exposure? Here's the logic.
Read the article →When an Ontario asset sale counts as a termination for severance purposes, who is typically responsible, and how ESA continuity of employment changes the analysis.
Read the article →How employment survives, or doesn’t, depending on whether an Ontario business sale is structured as a share purchase or an asset purchase.
Read the article →When Ontario's Business Corporations Act requires a special shareholder resolution before a corporation can sell its assets, and what that process involves.
Read the article →The two statutory amalgamation procedures under Ontario's Business Corporations Act, when the simplified short-form route is available, and when it isn't.
Read the article →A look at the legal, financial, and risk trade-offs between buying an operating Ontario business and starting a new one from the ground up.
Read the article →Financial, operational, and documentation red flags that can mean an Ontario business is priced above what the underlying facts actually support.
Read the article →Practical, personal, and market signals that suggest an Ontario business owner should start exploring a sale — and what to do once you recognize them.
Read the article →Why a known risk like a pending claim gets its own uncapped indemnity in an Ontario business sale, separate from the general indemnity that covers everything else.
Read the article →Can an Ontario court force a reluctant buyer or seller to actually complete a business sale? Here's how specific performance works and when it's realistic.
Read the article →Warning signs that a seller has overstated discretionary earnings or normalized add-backs when selling a business in Ontario — what buyers should scrutinize.
Read the article →When an Ontario lender asks a buyer's spouse to guarantee an acquisition loan, and why independent legal advice matters before anyone signs.
Read the article →How Ontario sellers release information in stages — teaser, NDA and LOI, and full due diligence — to protect confidentiality while keeping a deal moving.
Read the article →What is a standstill agreement, and why does a bank require a seller-lender to sign one before releasing acquisition financing in Ontario?
Read the article →What sworn statutory declarations a seller typically signs at an Ontario business sale closing, why buyers ask for them, and what happens if one is false.
Read the article →How a phased, multi-year buy-in to an Ontario partnership actually works, and how financing usually fits together with each stage of the vesting schedule.
Read the article →Why an Ontario partner buyout deserves the same documentation and diligence as selling to an outside buyer, and what that looks like in practice.
Read the article →The core terms an Ontario earn-in agreement should cover, from measurable milestones to vesting and valuation, to protect both sides of the deal.
Read the article →An earn-in lets a buyer grow into ownership over time instead of paying all at once. Learn how this hybrid structure works for Ontario business deals.
Read the article →Selling a business with a leased location? Learn the legal difference between a sublease and a lease assignment, and why almost every deal uses assignment.
Read the article →Why do Ontario banks require a seller's vendor take-back note to be subordinated, and how is that subordination documented? A plain-language guide.
Read the article →Buying business assets in Ontario and keeping the seller's staff? Here's what ESA continuity of employment means for your liability as the new employer.
Read the article →When does a buyer inherit a seller's employment obligations in Ontario? A plain-language guide to successor employer rules for business purchasers.
Read the article →How successor rights under Ontario’s Labour Relations Act can bind a business buyer to an existing union and collective agreement after a sale.
Read the article →Feeling misled after buying an Ontario business isn't the same as having a case. Here's what a buyer generally has to prove to succeed against a seller.
Read the article →How survival periods for representations and warranties work in an Ontario business sale, why they vary by type, and what happens once one expires.
Read the article →Thinking of earning ownership through work instead of cash? Learn how sweat-equity buy-ins work in Ontario, the risks, and the paperwork that protects you.
Read the article →Why Ontario buyers negotiate a dedicated tax indemnity in a share purchase agreement, how it differs from general indemnities, and what usually gets negotiated.
Read the article →The difference between a term loan and an operating line of credit when financing an Ontario business acquisition, and what each is typically used for.
Read the article →Are a term sheet and a letter of intent legally different documents in an Ontario business sale, or just different names for the same thing? Here's the answer.
Read the article →When a class of depreciable business assets sells for less than its undepreciated capital cost, a terminal loss can result. Here's how terminal losses work in an Ontario business sale.
Read the article →Not every excuse lets you walk away from a signed Ontario business purchase agreement. Here are the grounds that actually hold up, and the ones that don't.
Read the article →Once an Ontario business sale closes, who is liable for terminating an employee, the buyer or the seller? It largely depends on the deal structure.
Read the article →What legal risks does an Ontario seller take on by terminating employees before closing a business sale, and how do buyers typically view it happening?
Read the article →If an employee is let go around the time an Ontario business is sold, is the buyer or the seller actually on the hook? The answer turns on timing and structure.
Read the article →A plain-language look at the post-closing 'bump' technique some Ontario buyers use to increase the tax cost of certain assets after buying shares.
Read the article →Why QSBC shares generally need to be held for a two-year period before a sale to qualify for the Lifetime Capital Gains Exemption, and what that means for timing.
Read the article →How Ontario sellers and brokers market a business for sale without revealing its identity, and how a blind profile protects the seller before a buyer is qualified.
Read the article →What a bring-down certificate confirms at closing in an Ontario business sale, why it's signed, and what happens if something changed since signing.
Read the article →What a buyer should expect to receive at closing on an Ontario business purchase, organized by category, so nothing gets missed before funds release.
Read the article →How Ontario's Commercial Tenancies Act shapes a landlord's and tenant's rights around lease assignment when a business is sold — and what it doesn't do.
Read the article →Before you rely on a lender's commitment letter to close your Ontario business purchase, here's what to check — conditions, security, and what's actually binding.
Read the article →A plain-language guide to the Confidential Information Memorandum (CIM) in Ontario business sales — what it contains and when buyers see it.
Read the article →What the binding confidentiality clause in an Ontario business sale letter of intent protects, for how long, and how it differs from a standalone NDA.
Read the article →When an Ontario corporation sells its assets, the proceeds can be taxed once inside the corporation and again when paid out to the owner. Here's how that double layer happens.
Read the article →What a financing condition clause does for an Ontario business buyer who can't secure a loan, and what a well-drafted clause actually includes.
Read the article →What a general security agreement actually covers, and why a lender registers one against a purchased business's assets after an Ontario acquisition.
Read the article →When an Ontario asset sale can close without HST changing hands under the section 167 joint election, and what buyers and sellers need to file.
Read the article →A plain-language guide to the indemnification clause in an Ontario business purchase agreement — who pays whom, for what, and how a claim is made.
Read the article →A plain-language walkthrough of what's inside an Ontario asset purchase agreement — purchase price, assumed liabilities, reps and warranties, and more.
Read the article →A plain-language walkthrough of what's inside an Ontario share purchase agreement, and how its structure differs from an asset purchase agreement.
Read the article →What a business broker handles and what only a lawyer can do when you sell an Ontario business, and when to bring each professional into the process.
Read the article →Learn which liabilities a buyer inherits in an Ontario share purchase, from tax debts to lawsuits, and how due diligence and indemnities manage the risk.
Read the article →There isn't just one deadline for suing over a misrepresented Ontario business purchase. Here's why the clock is more complicated than it first appears.
Read the article →Understand how the no-litigation closing condition protects an Ontario business buyer against new legal claims arising between signing and closing.
Read the article →Learn the three general tests your shares must meet to qualify as QSBC shares for the capital gains exemption when selling an Ontario business.
Read the article →Why a buyer in an Ontario share purchase inherits every employee's accrued common-law reasonable notice entitlement, including long-tenured staff.
Read the article →What the joint GST/HST election under section 167 of the Excise Tax Act does, who can use it, and why it lets a qualifying Ontario business sale close without HST.
Read the article →Selling accounts receivable below face value in an Ontario asset sale can change how the shortfall is taxed. Here's how the joint section 22 election is generally used to address it.
Read the article →What the joint tax election informally called the section 22 election does for accounts receivable sold as part of an Ontario business asset sale.
Read the article →What an Ontario business seller needs to deliver before, during, and after closing — organized by timing so nothing gets missed under time pressure.
Read the article →What tax returns and elections a seller may still need to file in the months after selling an Ontario business, and how share vs asset sales differ.
Read the article →What a seller's post-closing training and transition period should actually cover in an Ontario business sale, and how to document the time commitment.
Read the article →A stage-by-stage walk-through of how an Ontario business sale unfolds, from preparation through marketing, the LOI, due diligence, and closing.
Read the article →Buying a business in Ontario follows a predictable sequence. Walk through each stage from your first look at a target through closing and beyond.
Read the article →How to actively manage the survival period for representations and warranties after an Ontario business sale closes, from day one to the deadline.
Read the article →Why buying a business's assets, not its shares, lets an Ontario buyer reset the tax cost of those assets, and what that can mean for future write-offs.
Read the article →An Ontario franchise sale often needs two separate approvals: the landlord's consent to assign the lease, and the franchisor's consent to the new owner.
Read the article →What a working capital peg is, how it changes the price you actually pay or receive at closing, and how the adjustment mechanism works in Ontario deals.
Read the article →Learn which contracts need third-party consent before an Ontario business sale can close, and how consent requirements become closing conditions.
Read the article →What happens if a landlord's, franchisor's, or lender's consent isn't obtained by the scheduled closing date in an Ontario business sale, and your options.
Read the article →Selling to an outside buyer and passing a business to family involve different legal, tax, and personal trade-offs. Here's how Ontario owners compare them.
Read the article →The notice deadlines a buyer must meet to preserve an indemnity claim after an Ontario business sale, and what happens if that window is missed.
Read the article →Not every licence moves with a business sale. See which Ontario business licences can transfer, which need a fresh application, and why deal structure matters.
Read the article →What franchisor consent, conditions, and Arthur Wishart Act disclosure rules generally apply when a franchised Ontario business is sold to a new owner.
Read the article →Buying or selling a bar or restaurant in Ontario? Here's how liquor licensing works with the AGCO when ownership of a licensed business changes.
Read the article →Do Ontario municipal business licences transfer automatically when a business is sold, or does the new owner need to reapply? What buyers should know.
Read the article →Which Ontario business licences and permits continue automatically when a business is sold, and which ones require the buyer to apply fresh? A plain-language guide.
Read the article →How to make sure a buyer actually gains control of a seller's domain names, website, and social media accounts when an Ontario business changes hands.
Read the article →What privacy and practical rules apply to sharing personnel files with a buyer during an Ontario business sale? Here’s how to handle HR records responsibly.
Read the article →Selling a clinic or professional practice in Ontario? Here's how privacy and consent rules generally apply when patient or client records change hands.
Read the article →Does a buyer inherit the seller's CRA business number, or start fresh? How the business number and program accounts behave in an Ontario business sale.
Read the article →How commercial vehicles and leased equipment actually move into a buyer's name during an Ontario business sale, and why a PPSA search matters first.
Read the article →What a transition services agreement covers when you buy or sell an Ontario business — IT, accounting, customer handoffs, and how it's structured.
Read the article →Why sellers of an Ontario business often agree to keep helping after closing, and what a transition services agreement typically covers.
Read the article →How a lifetime sale of an Ontario family business to the next generation differs from passing it on through a will, and the choices unique to selling now.
Read the article →What payroll systems and employee records need to move from seller to buyer in an Ontario business sale, and how timing depends on deal structure.
Read the article →How a triangular amalgamation lets a buyer use a subsidiary to absorb a target while issuing its own shares as consideration — explained in plain language.
Read the article →Selling or acquiring a book of practice in Ontario? Here's how Law Society of Ontario trust accounting obligations affect the transaction.
Read the article →A framework for Ontario buyers to tell a fixable, underpriced business apart from one failing for reasons a new owner can't solve.
Read the article →Learn how undisclosed liens on equipment, inventory, or receivables can follow a business sale in Ontario, and how PPSA searches help buyers screen for them.
Read the article →Unpaid debts or tax arrears surfacing after you buy an Ontario business can feel alarming. Here's how liability actually works and what recourse you may have.
Read the article →Learn why deals between an Ontario business and its owner's family or affiliated companies can distort the numbers a buyer relies on, and how to spot them.
Read the article →A practical due diligence checklist for Ontario business buyers to uncover undisclosed termination and severance liabilities before closing a purchase.
Read the article →A practical checklist for reviewing a unionized target’s labour relations documents and risks before closing a business purchase in Ontario.
Read the article →A practical guide to the minute book entries and Ontario Business Registry filings a corporation needs once new shareholders take over after closing.
Read the article →What insurance coverage a new Ontario business owner needs to arrange before and after closing a business purchase, and why lawyers care about it.
Read the article →Thinking of selling your Ontario business? Learn how deferred-compensation tools can help retain key staff before a buyer even starts due diligence.
Read the article →What documents and financial information does a bank typically want before lending you money to buy into an existing Ontario partnership or practice?
Read the article →What it means to buy an Ontario business through a newly incorporated holding company instead of personally, and the basic legal mechanics involved.
Read the article →Buyers sometimes incorporate a brand-new company just to purchase assets and leave a seller's liabilities behind. Here's how an Ontario newco structure works.
Read the article →How a senior or departing partner can finance an incoming partner's buy-in directly, using a vendor take-back similar to an ordinary business sale.
Read the article →What a virtual data room is, how it's organized, and how it controls access and confidentiality during buyer due diligence in an Ontario business sale.
Read the article →How amalgamating two Ontario corporations can work as an alternative to a share or asset purchase — the basic mechanics, benefits, and risks explained.
Read the article →How equipment-secured loans can fund part of an Ontario business purchase when the target owns significant machinery or vehicles, and what to check first.
Read the article →Thinking about a HELOC or mortgage refinance to help buy an Ontario business? Here's what to weigh before putting your home behind the deal.
Read the article →The federal Canada Small Business Financing Program can help fund an Ontario business purchase through a participating lender. Here's generally how it works.
Read the article →Can a business's own future earnings help pay for its purchase? Here's how cash-flow-based acquisition financing generally works for Ontario buyers.
Read the article →How unpaid vacation pay and other accrued employee entitlements are typically handled between buyer and seller when an Ontario business is sold.
Read the article →Who is responsible for accrued vacation pay and bonus liabilities after an Ontario business sale, and how this differs between share deals and asset deals.
Read the article →Learn how Ontario business buyers check for unpaid vacation pay and wages before closing, and how these liabilities can carry over after a purchase.
Read the article →Selling a dental, medical, or law practice in Ontario? Learn why goodwill is valued and disputed differently in professional practice sales.
Read the article →How can an Ontario seller secure a vendor take-back note? A plain-language look at GSAs, PPSA registration, share pledges, and personal guarantees.
Read the article →The documents and cross-checks Ontario buyers use to confirm a target business's financial statements are accurate before signing a purchase agreement.
Read the article →How Ontario business buyers physically verify inventory and equipment, check for liens with a PPSA search, and match findings to the purchase agreement.
Read the article →Buying a regulated business in Ontario? Learn how to confirm the target's licences and permits are valid, in good standing, and actually transferable.
Read the article →Trade secrets aren't registered anywhere. Learn how Ontario business buyers verify confidential know-how is actually protected before they pay for it.
Read the article →The difference between amalgamating a parent with its subsidiary (vertical) and amalgamating two unrelated companies (horizontal) in an Ontario business deal.
Read the article →A vesting order is often a buyer's main protection in a receivership sale. Learn what it typically covers, what it doesn't, and why the wording matters.
Read the article →Learn how Ontario business owners can screen prospective buyers for seriousness and financial capability before sharing sensitive company information.
Read the article →Not just 'the paperwork.' Here's the concrete work an Ontario business purchase lawyer does at every stage, from the letter of intent to closing.
Read the article →Buyer representations in an Ontario business purchase agreement are shorter than the seller's list but still enforceable. Here's what buyers typically promise.
Read the article →Franchisors vet incoming buyers before approving a resale. Learn what financial information and experience Ontario franchisors typically look for.
Read the article →Signing an LOI to buy an Ontario business isn't the finish line. Here's the due diligence, drafting, and negotiation that fills the gap before closing.
Read the article →What remedies does an Ontario seller-lender have when a buyer stops paying a vendor take-back note? A step-by-step look at the options available.
Read the article →What’s the default legal position when an Ontario commercial lease says nothing about assignment? Here’s the general rule, and why silence is often not what it seems.
Read the article →If a franchisor won't approve your buyer, you're not automatically out of options. Learn what Ontario franchise agreements and the law actually allow.
Read the article →What can a buyer do in Ontario if a seller who signed a non-compete re-enters the market? Injunctions, damages, and how to strengthen the clause upfront.
Read the article →How health, dental, and disability benefits transition when an Ontario business is sold — coverage gaps, enrollment, and claims in progress explained.
Read the article →How Ontario employees are treated differently in an asset sale versus a share sale, including how ESA continuity of employment fits into each structure.
Read the article →Independent contractor agreements don’t transfer the same way employees do in an Ontario business sale. Here’s how contractor relationships are handled.
Read the article →Why an amalgamated Ontario corporation inherits every predecessor's liabilities by law, and how buyers protect themselves before merging companies.
Read the article →Whether an Ontario target corporation's accumulated tax losses survive a change of control, and why buyers shouldn't assume they can use them freely.
Read the article →Buying an Ontario business that leases its space? See how lease treatment differs between asset and share purchases, and what landlord consent requires.
Read the article →An Ontario buyer's practical options when an undisclosed problem in a business turns up only after closing — and how the purchase agreement decides them.
Read the article →A plain-language guide to what a business exit plan covers, the main exit routes Ontario owners consider, and why starting years early matters most.
Read the article →A plain-language guide to corporate amalgamation in Ontario — what it means for two corporations to combine into one, how it's approved, and when it's used.
Read the article →What it means to earn into ownership of an Ontario business over time, how it differs from buying shares outright, and how it's usually documented.
Read the article →Selling your Ontario business? Learn the confidentiality and practical limits on what you can safely tell employees before the deal actually closes.
Read the article →A practical list of questions Ontario buyers should get answered before making an offer on a business, from financials to leases to employees.
Read the article →The franchise agreement clauses — term, territory, transfer rights, default history — an Ontario buyer should review before purchasing a franchised outlet.
Read the article →A practical checklist of the lease terms — term length, renewal rights, assignment, rent escalations — an Ontario buyer should review before closing a deal.
Read the article →Can selling an Ontario business trigger the ESA's mass-termination notice rules? Understand when a sale-related layoff can bring special obligations into play.
Read the article →What happens to a deposit — and what other remedies exist — when a buyer walks away from a signed Ontario business purchase agreement? Here's how it works.
Read the article →Some Ontario landlords refuse to allow a lease assignment and insist the buyer sign a new lease instead. Here’s why, and what it means for a buyer’s terms.
Read the article →A landlord won't approve your commercial lease assignment during a business sale? Here's what Ontario law says and what buyers and sellers can do about it.
Read the article →What happens, legally, when staff won’t accept re-employment with a new owner after an Ontario business sale? Share deals and asset deals differ sharply.
Read the article →What 'not unreasonably withheld' means for landlord consent under an Ontario commercial lease, and what a tenant or buyer can do if a landlord stalls.
Read the article →A stage-by-stage framework for when Ontario business owners should realistically start planning a sale, from long-range preparation through closing and beyond.
Read the article →When an Ontario owner should tell staff about a pending business sale, the risks of telling too early or too late, and what the law says about employees on a sale.
Read the article →Can't secure financing before your Ontario business purchase agreement's deadline? Here's what your options and obligations are before you walk away.
Read the article →Waiting until closing to call an accountant is a common mistake. Here's the point in an Ontario business purchase to bring one in, and why it matters.
Read the article →A letter of intent for an Ontario business sale is mostly non-binding — but not entirely. Learn which clauses can still be enforced against you.
Read the article →Who has the right to collect pre-closing accounts receivable after an Ontario business sale, and who absorbs the loss if a customer never pays.
Read the article →What does it mean for a buyer to become a \"successor employer\" and step into a seller's shoes on an Ontario business sale? Here's the concept, unpacked.
Read the article →How buyer and seller typically divide responsibility for bills that straddle the closing date in an Ontario business sale, and how creditors are protected.
Read the article →Buying an existing franchise in Ontario? A seller's past defaults under the franchise agreement can affect approval and what you inherit. Here's why it matters.
Read the article →What a landlord consent or waiver is, and why lenders financing the purchase of a leased Ontario business often require one before releasing funds.
Read the article →Buying shares means inheriting the target company's existing tax cost in its assets, not a fresh, higher one. Here's what that means and how buyers price around it.
Read the article →The Lifetime Capital Gains Exemption applies to qualifying share sales, not asset sales. Here's why that distinction shapes how Ontario business sales get structured.
Read the article →Ontario business purchases routinely take longer than buyers expect. These are the recurring causes of delay, and how to protect your own timeline.
Read the article →The most common reasons an Ontario business sale collapses after a letter of intent is signed, and practical steps sellers can take to reduce the risk.
Read the article →Why part of an Ontario business sale price is sometimes allocated to a non-compete, how the ESA affects it, and why the tax treatment can differ.
Read the article →A fresh cost base, targeted CCA claims, and GST/HST flexibility are the main reasons Ontario buyers lean toward asset purchases. Here's the buyer-side tax logic explained.
Read the article →Why Ontario business buyers ask for several years of tax returns, what a longer history reveals, and how it feeds into price and deal structure.
Read the article →Government licences and permits often don't transfer automatically in an Ontario asset sale. Here's why, and how buyers should plan around it before closing.
Read the article →Before a landlord agrees to a lease assignment, it wants to know the buyer can pay rent. Here's what covenant strength means and how it's assessed.
Read the article →Banks and BDC often require a quality of earnings report before approving an Ontario business acquisition loan. Here's what it is and why lenders want one.
Read the article →Why won't a bank or BDC finance the entire purchase price of an Ontario business, and exactly what counts as acceptable buyer equity in the deal?
Read the article →The legal distinction Ontario draws between a non-compete tied to selling a business's goodwill and one buried in an ordinary employment agreement.
Read the article →Non-resident shareholders generally can't use Canada's Lifetime Capital Gains Exemption on an Ontario business sale. Here's the residency rule and what non-residents face instead.
Read the article →Selling a business that leases its space? Learn why assigning the lease doesn’t automatically end your liability, and why you need a landlord release letter.
Read the article →One layer of tax, potential access to the capital gains exemption, and GST/HST-exempt treatment are why Ontario sellers often push for a share sale. Here's the seller-side tax logic.
Read the article →The competing tax and liability incentives that push Ontario sellers toward a share sale and buyers toward an asset sale — and how deals resolve the gap.
Read the article →Why proceeds allocated to inventory in an Ontario business asset sale are taxed as ordinary income, not at the more favourable capital gains rate.
Read the article →A broker's template won't catch what a lawyer catches. Here's the specific risk in an Ontario business purchase you could miss without legal review.
Read the article →When an Ontario seller should require a signed NDA before releasing financial detail to a buyer, what a solid NDA covers, and what it can't protect.
Read the article →What an accountant should help Ontario sellers prepare before a sale — tax structuring, financial cleanup, working capital — beyond the lawyer’s role.
Read the article →Sometimes closing a business realistically makes more sense than trying to sell it. Here's how Ontario owners can tell the difference before deciding.
Read the article →What a working capital target means in an Ontario business sale, and how buyers verify the closing numbers behind a purchase price adjustment.
Read the article →What a business broker actually does when you buy or sell an Ontario business, and where their role ends and your lawyer's role has to begin.
Read the article →Open workplace-injury claims and a seller’s WSIB history can follow an Ontario business into new ownership. Here’s what buyers should check before closing.
Read the article →Learn what a WSIB clearance certificate confirms and why Ontario buyers of a business with employees should request one before closing.
Read the article →Why buyers ask for a WSIB clearance certificate before closing an Ontario business purchase, and what liability it's meant to protect against.
Read the article →Buying a trades or construction business in Ontario? Learn why a WSIB clearance certificate protects you from inheriting the seller's unpaid premiums.
Read the article →Understand how WSIB experience rating and claims history can carry over when you buy business assets in Ontario, and what to confirm before closing.
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