Buying or selling an existing Bento Sushi location in Ontario is a resale layered on top of a franchise system built around host-location kiosks inside grocery stores — the host retailer's own consent to the site can matter as much as the franchisor's, on top of the usual disclosure and right-of-first-refusal questions.
Bento Sushi resales follow the franchisor's own approval process on top of the usual purchase mechanics — here's how the two run together.
Getting approved
The offer sets price and structure, and should build in the conditions specific to a host-location kiosk resale: franchisor consent, the host grocery retailer's own consent to the site changing hands, and a clean read on the kiosk's operating history — not just financing.
1–2 weeks†Bento Sushi reviews the incoming owner's application, and may exercise a right of first refusal to acquire the location itself rather than let the sale proceed.
several weeks, typically†Whether an Arthur Wishart Act disclosure document applies to this specific resale gets confirmed early — Ontario courts read the resale exemption narrowly, so franchisor involvement in matching buyer to seller can still trigger a full disclosure requirement.
assessed early in the deal†Getting to closing
Because the kiosk operates inside a grocery retailer's premises under a host-location agreement rather than a standalone commercial lease, the host retailer's own consent to the transfer typically runs alongside the franchisor's approval.
3–8 weeks†The incoming owner typically completes Bento Sushi's food-handling and kiosk-operations training before or shortly after taking over, alongside confirming work-authorization requirements for staff as the franchise system's application process requires.
before or shortly after closing†Funds and the assignment documents change hands once franchisor consent, disclosure, and the host retailer's consent all clear, alongside an inventory count settled at cost.
1 day, once conditions are met†Official bentosushi.com franchise page lists numerous active Ontario franchisee testimonials and requires Canadian work authorization on its application
Kiosk-model sushi franchise inside grocery stores with dense Ontario presence (Toronto, Mississauga, Markham, Brampton, and more)
This is the first real decision in a Bento Sushi resale — and it changes what you're buying, what you're taking on, and how the franchise agreement moves.
| Question | Asset purchase | Share purchase |
|---|---|---|
| What you buy | The kiosk's assets — equipment, the benefit of the host-location agreement and existing franchise agreement, inventory, and goodwill, subject to both the franchisor's and the host retailer's consent. | The shares of the operating company that holds the location — everything it owns, and everything it owes. |
| Franchisor consent & ROFR | Required for the specific location changing hands — often the pacing condition on the whole deal. | Required for the change of control itself — the franchisor reviews who is actually taking over. |
| Arthur Wishart disclosure | May still be required even where the deal is framed as a private resale — the exemption is read narrowly. | Assessed the same way regardless of how the shares change hands. |
| The host-location agreement | Needs the host grocery retailer's consent to assign, in addition to the franchisor's own consent — a step a standalone-storefront franchise wouldn't have. | Usually stays in place unless the host agreement itself has a change-of-control clause. |
| Tax angle | Buyer gets a stepped-up cost base on the assets purchased. | Seller may access the lifetime capital gains exemption on qualifying shares. |
| Typical use in a Bento Sushi resale | The default for a single kiosk changing hands between one buyer and one seller. | More common where an owner holding several kiosks across different host stores sells the operating company as a whole. |
The kiosk's assets — equipment, the benefit of the host-location agreement and existing franchise agreement, inventory, and goodwill, subject to both the franchisor's and the host retailer's consent.
The shares of the operating company that holds the location — everything it owns, and everything it owes.
Required for the specific location changing hands — often the pacing condition on the whole deal.
Required for the change of control itself — the franchisor reviews who is actually taking over.
May still be required even where the deal is framed as a private resale — the exemption is read narrowly.
Assessed the same way regardless of how the shares change hands.
Needs the host grocery retailer's consent to assign, in addition to the franchisor's own consent — a step a standalone-storefront franchise wouldn't have.
Usually stays in place unless the host agreement itself has a change-of-control clause.
Buyer gets a stepped-up cost base on the assets purchased.
Seller may access the lifetime capital gains exemption on qualifying shares.
The default for a single kiosk changing hands between one buyer and one seller.
More common where an owner holding several kiosks across different host stores sells the operating company as a whole.
We tell you which structure fits — before you sign anything.
No open-ended hourly surprises — the cost is confirmed in writing before any work begins.
| Type of work | Fee | How it's confirmed |
|---|---|---|
| Straightforward purchase or sale | Starting from $3,388.87 Our charges · taxes included | Confirmed in writing once we see the agreement. |
| Larger or more complex deal | Quoted to scope | Short call → fixed written quote before any work begins. |
| Searches, filings & third-party fees | At cost | Itemized on your invoice, not marked up. |
A single Bento Sushi kiosk inside one host grocery store, changing hands between one buyer and one seller.
Start my file →An owner holding several kiosks across different host stores selling the operating company as one, or a resale where the host retailer's consent or a disclosure question needs to be worked through first.
Book a consultation →Not sure which you are? That's our job to figure out, not yours. As a rough guide, most deals under a couple of million dollars are the first kind — above that, you're usually in Mergers & Acquisitions territory.
Not necessarily. Ontario courts have read the resale-disclosure exemption narrowly, and franchisor involvement in matching a buyer to a seller can be enough to trigger a full disclosure requirement anyway. Whether it applies to your deal is confirmed early, not assumed.
Because the kiosk operates inside the grocery retailer's own premises under a host-location agreement rather than a standalone lease, the retailer typically has its own approval right over who operates that space — a step in addition to, not instead of, the franchisor's consent.
Many Bento Sushi locations combine on-site preparation with centralized food-safety protocols set by the franchise system, so due diligence looks at both the kiosk's own food-handling standards and its compliance with the system's broader protocols.
Generally, staff working with food need the appropriate food-handler certification, and the franchise system's application process typically confirms work-authorization status for anyone operating the kiosk — details we confirm against your specific situation.
It changes what you're taking on. The corporation's history and its existing liabilities come along with the shares, while the franchise agreement and host-location agreement generally stay attached rather than being re-applied for. We test that reasoning before you agree to it.
Related
Where we close franchise resale deals
Treadstone Law is an independent law firm. We act for buyers and sellers of franchise businesses. We are not affiliated with, endorsed by, or retained by Bento Sushi or its franchisor.
Tell us about your Bento Sushi resale — we'll point you the right way and confirm the cost in writing before any work begins.