- Every business purchase moves through the same broad phases, but how long each one takes depends on facts specific to your deal: - Deal structure.
- Every deal touches these phases in some form, even a small, simple one.
- - A seller with organized financial records, an up-to-date minute book, and well-documented contracts.
"How long will this take?" is one of the first questions almost every buyer asks once an offer is on the table. It's a fair question — you may be leaving a job, lining up financing, or juggling the purchase against a lease or a personal deadline of your own. It's also a question no honest lawyer can answer with a single number before knowing your deal.
That isn't a dodge. Buying a business in Ontario can move quickly when everything lines up — a motivated seller, organized records, financing already arranged — or stretch out considerably when it doesn't. What's actually useful is understanding the phases every deal moves through, and the specific things in your situation that could add time to any one of them.
This article walks through those phases and the factors that most often decide whether a deal moves quickly or slowly, so you can build your own realistic expectations instead of borrowing someone else's.
Why There's No Fixed Timeline
Every business purchase moves through the same broad phases, but how long each one takes depends on facts specific to your deal:
- Deal structure. An asset purchase generally involves more individual transfers and third-party consents — leases, licences, contracts. A share purchase usually needs fewer, since the corporation itself, and everything already in its name, simply changes hands.
- Financing. A cash buyer with funds already available removes an entire category of closing conditions. A buyer who still needs to arrange financing adds the lender's own process, and the lender's conditions, to the deal.
- Third parties you don't control. Landlords, lenders being paid out, licensing bodies, and franchisors (where one is involved) all move on their own schedule, and closing conditions typically can't be satisfied until they respond.
- How organized the seller's records are. A seller with an up-to-date minute book, clean financial statements, and organized contracts moves through due diligence far faster than one who has to reconstruct records as questions come in.
- What due diligence turns up. A clean review can move straight to drafting. A review that surfaces an undisclosed lien, a restrictive lease clause, or a tax filing gap can send both sides back to negotiating price or protections.
The Phases of a Typical Purchase
| Phase | What Happens | What Can Add Time |
|---|---|---|
| Offer and letter of intent | Buyer and seller agree on the broad shape of the deal — price, structure, key conditions | A gap between what each side expects on price or terms |
| Due diligence | The buyer's team reviews financials, contracts, leases, corporate records, licences, and more | Disorganized seller records, or follow-up questions that take time to answer |
| Drafting the purchase agreement | Lawyers negotiate representations, warranties, indemnities, and a disclosure schedule | Disagreement over how to allocate risk for issues found in diligence |
| Satisfying closing conditions | Landlord consent, lender payout and discharge, financing conditions, and any other agreed conditions get cleared | A slow-to-respond landlord, lender, or licensing body |
| Closing | Documents and funds are exchanged and the deal is completed | Last-minute conditions or missing signatures |
Every deal touches these phases in some form, even a small, simple one. The difference is how long each phase actually takes.
What Tends to Speed Things Up
- A seller with organized financial records, an up-to-date minute book, and well-documented contracts.
- A buyer whose financing is already arranged rather than conditional.
- A business with few employees, or a clear plan for the ones who are staying on.
- No real property or complex commercial lease involved — or a lease that doesn't restrict assignment.
- No industry-specific licence, franchise agreement, or regulatory approval standing between signing and closing.
What Tends to Slow Things Down
- A landlord who is slow to consent to (or resists) assigning the lease to the buyer.
- Financing conditions that don't get cleared until late in the process.
- Diligence findings that send the parties back to the table on price, indemnities, or a holdback.
- Seller records that need to be reconstructed or cleaned up before a lawyer or accountant can properly review them.
- Multiple shareholders or a corporate structure that needs internal approvals before the seller can sign.
Building a Realistic Estimate for Your Own Deal
Because so much depends on facts specific to your transaction, the most useful thing you can do early is ask your lawyer for a deal-specific estimate once the basics are known: structure, whether real property or a lease is involved, your financing plan, and how prepared the seller's side appears to be. From there, build in a buffer for anything that depends on a third party responding on their own schedule — that's usually the part neither side fully controls.
Frequently asked questions
Is buying an existing business faster than starting one from scratch?
Often, in the sense that an existing business already has operations, staff, and customers in place. That isn't the same as "fast," though — you're still working through due diligence, financing, and a purchase agreement before you can take over.
Does paying all cash make the deal close faster?
It can help, since it removes financing conditions as a source of delay. It doesn't remove the need for due diligence, drafting, or third-party consents like a landlord's approval to assign a lease — those steps still apply regardless of how you're paying.
Is a share purchase faster than an asset purchase?
Often somewhat, because contracts, leases, and licences generally stay in the corporation's name and don't each need a separate transfer or consent. That said, buyers in a share purchase usually do more extensive due diligence, since they're inheriting the corporation's full history along with its assets — which can offset some of the time saved.
Can I put a specific closing date in the letter of intent?
Yes, many LOIs include a target closing date, but it's typically treated as a planning expectation rather than an enforceable deadline unless the parties specifically draft it that way.
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