The Buyer's Closing Deliverables Checklist for an Ontario Business Purchase

Closing day on an Ontario business purchase can feel like a blur of signatures, wire transfers, and last-minute confirmations. Knowing in advance what you, as the buyer, should actually receive makes it much easier to spot something missing before you release funds — not after.

What's included varies with whether you're buying shares or assets, and with the specific business, but a few categories show up in almost every deal. Use this business purchase closing checklist as a starting point to review with your lawyer, not a substitute for a deal-specific closing agenda.

Corporate and Structural Documents (Share Purchases)

• [ ] Original share certificates, endorsed for transfer, or evidence of electronic share transfer
• [ ] Updated minute book, including director and officer resolutions approving the sale
• [ ] Certificate of status confirming the corporation is in good standing
• [ ] Corporate profile report confirming current directors, officers, and registered information
• [ ] Resignations, and where applicable releases, from outgoing directors and officers
• [ ] Any shareholder approvals required by the corporation's governing documents

Asset-Specific Documents (Asset Purchases)

• [ ] Bill of sale for the purchased assets
• [ ] Assignment agreements for assigned contracts, leases, and licences
• [ ] Landlord's written consent to assignment, where the lease requires it
• [ ] Evidence of any GST/HST election filed jointly with the seller, where the parties are treating the sale as exempt under the applicable federal election
• [ ] A list of assumed liabilities matching exactly what the purchase agreement describes — nothing more, nothing less

Financial and Closing Adjustment Documents

• [ ] Estimated closing statement supporting the purchase price paid at closing
• [ ] Confirmation of the mechanics, set out in the agreement, for the post-closing working-capital adjustment, including the timeline for the final statement
• [ ] Payoff statements or discharge confirmations for any seller debt being repaid at closing
• [ ] Confirmation of how any holdback or escrow amount is being held, and by whom

Employment and Continuity Documents

• [ ] A current list of employees being offered continued employment, with their service dates
• [ ] Any new employment agreements for key employees, signed and ready to take effect at closing
• [ ] Confirmation of outstanding employee entitlements — vacation pay, unpaid wages — as of the closing date, and how they're being handled

Registrations, Security, and Title

• [ ] PPSA search results confirming the state of registrations against the purchased assets, and discharge statements for anything not being assumed
• [ ] Business Names Act registration, or confirmation it's being filed, if you're continuing to operate under the seller's existing trade name
• [ ] Title-related documents if real property is included, along with confirmation of land transfer tax being addressed on the real property portion

What's Deal-Specific, Not Standard

Not every item above applies to every deal, and some deals need documents this list doesn't cover at all. A franchise transfer may need separate franchisor consent, a regulated business may need licence transfer approvals, and a deal with outside financing will have lender-specific closing requirements. Your lawyer should build a closing agenda specific to your transaction well before the closing date, not the week of.

What Happens If Something's Missing at Closing

If a document isn't ready, closing doesn't have to fall apart, but funds generally shouldn't be released until the gap is addressed. Common options include:

1. Delaying closing by a short, defined period until the missing item is ready.
2. Closing in escrow, with funds and documents held by a lawyer until the outstanding item is delivered.
3. Proceeding with a post-closing covenant, where the seller commits in writing to deliver the missing item within a set period, sometimes backed by a holdback.

Which option makes sense depends on how material the missing item is — a missing PPSA discharge is a different problem than a missing certificate of status.

Frequently asked questions