Selling Your Business Privately Without a Broker in Ontario

Broker commissions can take a meaningful bite out of your sale price, so it is natural to ask whether you can find a buyer and close the deal on your own. Many owners do, especially when a buyer already exists: a manager, a competitor, a supplier or a family member.

Selling privately does not remove the legal and tax steps. It just means you are the one responsible for them. This article walks through finding buyers quietly, protecting your information, and the steps and risks that remain when no broker is involved.

What changes when you sell without a broker

A broker usually values the business, markets it, screens buyers, runs the early negotiation and keeps the process organized. If you skip the broker, those jobs fall to you. The commission you save is real, but so is the time away from running the business, which is the very thing that keeps its value up while you sell.

A broker is not a lawyer or an accountant. Even with a broker, you still need legal and tax advice on the sale agreement and the tax result. Selling privately simply makes it more important to line up those advisers early rather than at the last minute.

Finding buyers while keeping the sale confidential

Word that a business is for sale can unsettle employees, customers and suppliers. Competitors may use it against you. Confidentiality is therefore the main practical concern in a private sale, and it is easiest to protect if you control who learns what, and when.

• Start with people who already know the business: employees, competitors, suppliers, customers and industry contacts you trust.
• Describe the business without naming it in any early outreach, using general facts such as industry, region and size.
• Ask every interested person to sign a confidentiality agreement before you share the business name, financial statements, customer lists or contracts.
• Release information in stages. Share basic figures first and hold back sensitive details until the buyer has shown they are serious and able to pay.
• Keep a written record of who received what, so you can show later what was disclosed and when.
• Decide in advance what you will tell staff and customers and when, rather than letting rumours decide for you.

A confidentiality agreement is only as useful as its wording. Check that it covers the information you actually plan to share, says how long the duty lasts, and requires documents to be returned or destroyed if the talks end.

Legal and tax steps that still apply

Whether you sell shares or sell the business assets changes both the paperwork and the tax result, so settle that question early with a lawyer and accountant. The points below come up often in private sales.

A seller with employees must close the payroll account, and recapture or terminal loss may apply to capital cost allowance on assets sold. Whether the capital gains deduction applies to you, and how much it could be worth, depends on your facts and the current rules, so confirm it with an accountant before you set a price.

Risks of going it alone

The biggest risks are usually not dramatic. They are small gaps that add up: an unsigned confidentiality agreement, a price agreed on a handshake, a tax election missed, or a deal that falls apart because a key term was left vague. In one Ontario Court of Appeal decision, a clause leaving a key term to be discussed created no enforceable obligation beyond a duty to negotiate in good faith.

• Underpricing: without a valuation or competing offers, you may not know what the business is worth.
• Unqualified buyers: without screening, you may spend weeks with someone who cannot finance the purchase.
• Leaks: a careless conversation can reach staff or customers before you are ready.
• Loose ends after closing: leases, licences, employee transitions and tax accounts all need attention.
• Seller financing: if you agree to be paid over time, you become a lender and need proper security.

Size also matters for regulatory review. Pre-merger notification to the Competition Bureau applies only if the thresholds are exceeded, and the transaction-size threshold remains at $93 million for 2026. The criteria also include a party-size test of more than $400 million in combined Canadian assets or revenues for the parties and their affiliates. Most private small-business sales fall well below this.

What to do next

• Decide whether you are selling shares or assets, and ask your accountant what the tax result may be.
• Gather three years of financial statements, major contracts, leases and employee information.
• Prepare a confidentiality agreement and a short anonymous description of the business.
• Create a list of realistic buyers and approach them one at a time.
• Use a written letter of intent, and have a lawyer review it before you sign.
• Ask a lawyer to draft or review the purchase agreement, and ask your accountant about the GST/HST election and CRA account closures.
• Plan how and when you will tell employees, customers and suppliers.

Frequently asked questions