- - [ ] Obtain any third-party consents your purchase agreement requires — landlord consent to assign a lease is the most common, but financing, licence, or contract consents may also apply.
- - [ ] Deliver share certificates endorsed for transfer, in a share sale, or the bill of sale and asset assignments, in an asset sale.
- - [ ] Cooperate with the post-closing working-capital adjustment process, including providing the final closing statement within the timeline your agreement sets out.
If you're selling an Ontario business, closing day is when your side of the purchase agreement's promises come due — every representation, every "deliverable" the agreement lists, and every consent you agreed to obtain. Buyers, and their lawyers, will hold the purchase price back until you've produced what you agreed to hand over.
Exactly what you need to deliver depends on whether you're selling shares or assets, but organizing this seller closing checklist by timing — what needs to happen before closing day, what happens at the closing table, and what still needs attention afterward — helps avoid a last-minute scramble.
Before Closing Day
- [ ] Obtain any third-party consents your purchase agreement requires — landlord consent to assign a lease is the most common, but financing, licence, or contract consents may also apply.
- [ ] Update your minute book and prepare board or shareholder resolutions approving the sale, required by special resolution for a sale of all or substantially all of the corporation's property under the Business Corporations Act or its federal equivalent.
- [ ] Order a current certificate of status and corporate profile report to confirm the corporation is in good standing.
- [ ] Complete PPSA searches against your own assets and arrange discharges for anything not being assumed by the buyer.
- [ ] Prepare, or have your lawyer prepare, the disclosure schedule that qualifies your representations and warranties, item by item.
- [ ] Confirm employee records are current and that you can accurately state outstanding entitlements, such as vacation pay and unpaid wages, as of the closing date.
At the Closing Table
- [ ] Deliver share certificates endorsed for transfer, in a share sale, or the bill of sale and asset assignments, in an asset sale.
- [ ] Sign the bring-down certificate confirming your representations and warranties remain true as of closing.
- [ ] Deliver executed resignations, and where negotiated releases, for outgoing directors and officers.
- [ ] Deliver payoff or discharge instructions for any of your own debt being repaid or assumed as part of the sale.
- [ ] Deliver keys, access codes, and operational handover materials the buyer needs to run the business day one.
- [ ] Confirm any joint GST/HST election with the buyer is signed and ready to be filed, where applicable.
Shortly After Closing
- [ ] Cooperate with the post-closing working-capital adjustment process, including providing the final closing statement within the timeline your agreement sets out.
- [ ] Respond to any reasonable follow-up requests tied to a holdback or escrow release.
- [ ] Complete any post-closing covenants you agreed to — for example, delivering a document that wasn't quite ready at closing.
- [ ] Keep records related to the sale for as long as your accountant recommends, given the potential for post-closing indemnity claims.
- [ ] If you agreed to a transition period or consulting arrangement, make sure that separate agreement is signed and its terms are clear on both sides.
What Sellers Often Get Wrong
- Assuming "shares transfer, done" is the whole story. Even in a share sale, sellers typically need to deliver resignations, releases, and a bring-down certificate — it isn't just handing over certificates.
- Leaving third-party consents until the last week. Landlord consent in particular can take longer than expected and is one of the most common causes of a delayed closing.
- Underestimating the disclosure schedule. A thin or rushed disclosure schedule leaves representations less protected and can increase post-closing indemnity exposure.
- Not documenting a transition or consulting role separately. If you're staying involved after closing, that arrangement needs its own clear terms — folding it informally into "the deal" invites disputes later.
Frequently asked questions
What if I can't get a required third-party consent before closing?
Talk to your lawyer well before the scheduled closing date. Options can include delaying closing, closing with a post-closing covenant to deliver the consent once obtained, or restructuring how that specific asset or contract is handled.
Do I need to keep records after the sale closes?
Generally, yes, for a period your accountant and lawyer recommend, particularly for anything that could support or defend an indemnity claim tied to your representations and warranties.
What is a bring-down certificate and why does the buyer need one from me?
It's your confirmation, signed at closing, that the representations and warranties you made in the purchase agreement are still true as of the closing date — not just when you signed the agreement weeks or months earlier. Buyers typically won't close without one.
Can I negotiate what goes on my closing deliverables list?
Yes. The purchase agreement itself defines exactly what you're obligated to deliver, and that list is negotiated, like everything else in the agreement, before it's signed, not decided on closing day.
This is a business purchase or sale question
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