Jan-Pro's franchise model is different from most: rather than buying a fixed territory or storefront, a Jan-Pro unit franchisee owns a defined book of commercial cleaning contracts assigned through the regional master franchisor. A Jan-Pro resale in Ontario is really a transfer of that contract book — client accounts, service agreements, and the ongoing revenue they generate — more than a transfer of physical premises.
Jan-Pro 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 terms, conditioned on master-franchisor consent and a review of the specific client contracts included in the sale.
1–2 weeks†The regional master franchisor reviews the buyer and deal terms, and may exercise a right of first refusal over the contract book.
3–6 weeks, typically†Arthur Wishart Act disclosure may still be required even where the deal is framed as a private resale — Ontario courts read the resale exemption narrowly, so this gets confirmed early rather than assumed.
assessed early, in parallel†Getting to closing
Commercial cleaning contracts often carry their own consent-required assignment clauses, so client-by-client consent — or notice — is worked through as part of the transfer, in place of a traditional storefront lease.
2–8 weeks†Training on service standards and account-management systems is typically required ahead of the master franchisor's final sign-off.
1–3 weeks, often overlapping†Funds and the new unit-franchise agreement change hands, with the assigned contract book and revenue confirmed as of the closing date.
1 day, once conditions are met†jan-pro.ca is a dedicated Canadian franchise-opportunities site with an active roster of Canadian locations; commercial cleaning franchise model.
Ontario offices among its Canadian locations.
This is the first real decision in a Jan-Pro 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 defined book of client cleaning contracts, the equipment and supplies used to service them, and the existing unit-franchise agreement, subject to consent. | The shares of the corporation holding the contract book — every account it services, and everything it owes. |
| Master-franchisor consent & ROFR | Required for the specific contract book changing hands — often the pacing condition on the whole deal. | Required for the change of control itself, with the master franchisor reviewing who is actually taking over. |
| Client contract assignment | Each commercial cleaning contract may need its own consent to assign, since many carry anti-assignment or change-of-control clauses — this is typically the real bottleneck in a Jan-Pro resale, not a storefront lease. | Contracts generally stay in place without individual re-consent, since the contracting corporation itself doesn't change. |
| Equipment & supplies | Cleaning equipment and any vehicle or storage arrangements are itemized and checked against PPSA registrations for liens or financing. | Equipment stays with the corporation; existing financing continues as a company liability. |
| 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 | The default for a single unit franchisee's contract book changing hands. | Less common — sometimes used where an operator holds a larger contract book across several unit franchises. |
The defined book of client cleaning contracts, the equipment and supplies used to service them, and the existing unit-franchise agreement, subject to consent.
The shares of the corporation holding the contract book — every account it services, and everything it owes.
Required for the specific contract book changing hands — often the pacing condition on the whole deal.
Required for the change of control itself, with the master franchisor reviewing who is actually taking over.
Each commercial cleaning contract may need its own consent to assign, since many carry anti-assignment or change-of-control clauses — this is typically the real bottleneck in a Jan-Pro resale, not a storefront lease.
Contracts generally stay in place without individual re-consent, since the contracting corporation itself doesn't change.
Cleaning equipment and any vehicle or storage arrangements are itemized and checked against PPSA registrations for liens or financing.
Equipment stays with the corporation; existing financing continues as a company liability.
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 unit franchisee's contract book changing hands.
Less common — sometimes used where an operator holds a larger contract book across several unit franchises.
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 unit franchisee's contract book changing hands between one buyer and one seller — a defined set of cleaning accounts, standard equipment, and a master-franchisor consent process.
Start my file →An operator selling a larger contract book or several unit franchises as one operating company, or a resale where client-contract consents or a right of first refusal need 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.
You're buying a defined book of commercial cleaning contracts and the accounts they represent, assigned through the regional master franchisor, rather than a fixed retail location. The value is in the contracts and the revenue they generate, so diligence focuses there rather than on premises.
Not automatically. Many commercial cleaning contracts include clauses requiring the client's consent before they can be assigned to a new operator, so working through which accounts need active consent — and confirming they'll actually stay — is a central part of a Jan-Pro resale.
This is negotiated as part of the deal, not discovered after closing — the purchase agreement can address how the price or the deal itself is adjusted if a material account doesn't come along, so you're not paying full price for revenue that doesn't transfer.
Not necessarily. Ontario courts have read the resale-disclosure exemption narrowly, and master-franchisor involvement in matching a buyer to a seller can trigger a full disclosure requirement regardless of how the deal is framed.
It matters more than it might for a storefront business — cleaning crews often have the direct relationship with the client site, so a buyer should understand which staff are staying on and what that means for keeping the contracts you're paying for.
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 Jan-Pro or its franchisor.
Tell us about your Jan-Pro resale — we'll point you the right way and confirm the cost in writing before any work begins.