New Brunswick's franchise resale trade runs along the Moncton–Dieppe corridor's transportation and retail strip and through Saint John's uptown core, with quick-service, automotive and retail units the categories that most often change hands. New Brunswick has its own Franchises Act, so whether disclosure is required on a resale is a question that gets confirmed early, never assumed.
New Brunswick franchise resales, in the full business-sale context.
A New Brunswick franchise resale runs several approvals in parallel: the franchisor's consent under the franchise agreement — typically with a right of first refusal behind it — the landlord's consent to assign the lease, and New Brunswick's own regulatory pieces. HST generally applies to the tangible assets changing hands, though a qualifying going-concern sale can use the federal s.167 election so no tax changes hands at closing, and a WorkSafeNB clearance letter confirms the seller's account carries no unpaid assessments before a buyer takes on the business. For a licensed venue, the incoming owner typically applies for their own liquor licence rather than inheriting the seller's. The Franchises Act layers a disclosure question on top of all of that: a resale by an existing franchisee can be exempt from disclosure where the seller isn't the franchisor's associate, is selling for their own account, and the transfer isn't arranged by or through the franchisor — conditions worth confirming on the actual facts rather than assuming. Moncton's bilingual, transportation-driven corridor and Saint John's smaller uptown core each carry a different pace of resale activity.
Getting approved
Buyer and seller agree on price and key terms for the specific location, usually with a site visit and a first look at the lease built into the conditions from the start.
usually 1–2 weeks†The buyer applies formally to the franchisor — financials, experience, and background — while the franchisor decides whether to approve the transfer or exercise a right of first refusal instead.
3–8 weeks, often the critical path†A franchise disclosure document may still be required — New Brunswick's Franchises Act has its own resale exemption, read narrowly, so this gets confirmed early rather than assumed.
assessed early, runs in parallel†Getting to closing
Landlord consent to assign the lease into the buyer's name runs alongside the franchisor's own review. In New Brunswick the franchisor's consent and any liquor-licence application usually run the two longest clocks, so both get opened the day the deal turns conditional, alongside the landlord's lease-assignment consent.
2–6 weeks†The incoming owner, or a designated manager, typically completes the franchisor's operator training before or shortly after taking over the location.
1–3 weeks†Funds, keys, and the transfer paperwork change hands, with an equipment and inventory count settled the same day.
1 day, once conditions are met†This is the first real decision in a New Brunswick franchise resale — and it changes what you're buying, what you're taking on, and how the franchise agreement moves.
| Question | Asset purchase | Share purchase |
|---|---|---|
| Franchise agreement & ROFR | Typically re-issued or assigned to the buyer for this specific location, subject to franchisor consent and any right of first refusal. | Generally stays in place — the franchisor's consent to the change of control is still required. |
| Lease | Assigned into the buyer's name with landlord consent. | Usually stays in place, unless the lease has its own change-of-control clause. |
| Seller's liabilities | Generally stay behind with the seller's corporation. | Generally come with the company, known and unknown. |
| Tax angle | A stepped-up cost base on the assets purchased; an HST s.167 election may apply. | Cost base carries over from the seller, who may access the lifetime capital gains exemption on qualifying small business shares. |
| Staff | Employment Standards Act continuity rules typically apply. | Employment generally continues uninterrupted — the employer doesn't change. |
Typically re-issued or assigned to the buyer for this specific location, subject to franchisor consent and any right of first refusal.
Generally stays in place — the franchisor's consent to the change of control is still required.
Assigned into the buyer's name with landlord consent.
Usually stays in place, unless the lease has its own change-of-control clause.
Generally stay behind with the seller's corporation.
Generally come with the company, known and unknown.
A stepped-up cost base on the assets purchased; an HST s.167 election may apply.
Cost base carries over from the seller, who may access the lifetime capital gains exemption on qualifying small business shares.
Employment Standards Act continuity rules typically apply.
Employment generally continues uninterrupted — the employer doesn't change.
We tell you which structure fits — before you sign anything.
Every figure below traces to a named public source — no estimates, no filler.
†Typical patterns across New Brunswick deals — not a quote or advice; every deal is confirmed on its own facts.
Sector by sector, the resale brands we handle most often — every deal is confirmed on its own facts regardless of brand.
Quick-Service & Fast Food
Business Services
Automotive
Pizza
Coffee & Bakery
Education & Tutoring
Health & Beauty
Senior & Home Care
Real Estate Services
Cleaning
Fitness
Pet Care
Sometimes. The Act exempts a resale by an existing franchisee from disclosure where the seller isn't the franchisor or one of its associates, is selling for their own account, and the transfer isn't arranged by or through the franchisor — though the franchisor's own approval right or a processing fee alone doesn't disqualify the exemption. Whether a given resale fits inside those conditions depends on the actual facts, so we check it at intake.
It's close to universal — the franchise agreement is where this requirement lives, and most New Brunswick franchise agreements condition any sale or assignment on the franchisor's sign-off, often paired with a right of first refusal. Getting that consent process started early keeps it from becoming the bottleneck.
Yes, typically — the equipment, fixtures and other tangible assets in a New Brunswick asset-sale resale generally attract HST, but a qualifying going-concern sale allows the buyer and seller to jointly file the federal s.167 election so the transfer proceeds tax-free at closing. Confirming that election applies is one of the first things we check, since it changes how much cash the buyer needs on closing day.
Not automatically — a New Brunswick liquor licence is issued to a specific licensee, so an incoming owner of a licensed unit typically needs to apply for and be approved for their own licence rather than inherit the seller's. That application is worth opening the same week you begin the franchisor's own consent process, not after it clears.
New Brunswick's Employment Standards Act sets minimum notice and termination standards, but it doesn't spell out a specific provision deeming service continuous through a sale the way some other provinces do — in practice, continuity is addressed through the purchase agreement itself, since a purchaser who doesn't recognize prior service can face exposure under general principles. We build that continuity into the purchase agreement rather than assume the statute covers it.
Yes, this is standard practice. Rather than assigning the seller's existing contract, most franchisors have an incoming New Brunswick owner sign onto their current-form agreement, which may carry different royalty rates, territory rules or renovation requirements than the outgoing owner operated under. Reviewing both versions side by side is part of how we scope the deal.
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 quick-service, automotive or retail franchise unit in New Brunswick changing hands between one owner-operator and the next, with one lease and one franchisor consent.
Start my file →A multi-unit New Brunswick franchise group, a resale with real property attached, or a transfer where the franchisor's involvement takes it outside the Act's resale exemption.
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.
We are an independent law firm and are not affiliated with any franchisor.
Tell us about your New Brunswick franchise resale — we'll point you the right way and confirm the cost in writing before any work begins.