A Legal Checklist for the First 90 Days After Buying an Ontario Business

Closing day feels like the finish line, but for a new business owner it is really the starting gun. Once the purchase agreement is signed and the funds have moved, a separate list of legal and administrative tasks opens up — and some of them protect you from real exposure if they sit too long. A first 90 days checklist helps you work through them in a sensible order instead of discovering gaps months later.

None of the timeframes below are legal deadlines set by statute. They are a practical sequence many new owners find useful for closing the gap between "we own the business" and "the business is properly set up to be ours."

Before You Do Anything Else: Confirm What Closed

Start by confirming, in writing, exactly what you now own and what obligations came with it.

• [ ] Pull the final, signed closing documents (purchase agreement, disclosure schedule, any side letters) into one file
• [ ] Confirm whether the deal was a share purchase or an asset purchase — this drives almost everything else on this list
• [ ] Identify which contracts, leases, and liabilities were expressly assumed versus excluded
• [ ] Note any post-closing obligations you agreed to (holdback release conditions, working-capital adjustment deadlines, transition support from the seller)

Days 1–30: Corporate and Compliance Housekeeping

The first month is about making the paper trail match reality.

• [ ] If you bought shares, confirm the minute book has been updated with the share transfer, new director/officer resolutions, and an updated shareholder register
• [ ] If you bought assets and will operate under a name other than your own legal or corporate name, register that business name under the Business Names Act
• [ ] Obtain a current corporate profile report or certificate of status for the corporation you now own or control, confirming it is in good standing
• [ ] Update signing authorities at the bank and any secured lender
• [ ] Confirm whether any purchase-money security (a vendor take-back, for example) was properly registered against the right assets, and diarize when it needs to be renewed or discharged
• [ ] Discharge any of the seller's old security registrations that were supposed to be cleared as a closing condition but may not have been finalized yet

Days 31–60: Contracts, Employees, and Insurance

With the structural paperwork underway, turn to the relationships that keep the business running.

• [ ] Confirm landlord consent to lease assignment (if applicable) has actually been documented, not just verbally agreed
• [ ] Review key customer and supplier contracts for change-of-control or assignment clauses that needed — or still need — a formal consent
• [ ] Decide whether retained employees need new employment contracts, or whether their existing terms simply continue (this depends heavily on whether the deal was a share sale or an asset sale)
• [ ] Confirm insurance coverage — general liability, property, and any industry-specific policies — is active in your name or the corporation's name, not still riding on the seller's old policy
• [ ] Update WSIB and payroll accounts, and confirm employee records, TD1 forms, and benefits enrollments have transitioned
• [ ] If a departing owner agreed to a non-compete or non-solicitation covenant, confirm it was properly documented — general employee non-competes are unenforceable under the Employment Standards Act, 2000, but a narrow exception applies where a business seller becomes an employee of the purchaser

Days 61–90: Everything Else on the Punch List

By the third month, most owners are focused on operations — but a few legal loose ends are worth closing off deliberately rather than letting them drift.

• [ ] Follow up on any outstanding indemnity claims or working-capital adjustment disputes while the relevant records and personnel are still fresh
• [ ] Confirm any licences, permits, or industry registrations were actually transferred or reissued in your name, not just assumed to have carried over
• [ ] Revisit the disclosure schedule against real-world experience — did anything the seller represented turn out to be inaccurate, and is the claim window still open?
• [ ] Confirm any transition support the seller agreed to provide is being delivered as scheduled, and document it if it is not
• [ ] Book a check-in with your lawyer to review anything that came up during the first 90 days that was not anticipated at closing

Frequently asked questions