Hamilton keeps its industrial roots — steel and advanced manufacturing on the flats — while its downtown restaurant, salon and small-retail scene has been steadily filling back in, alongside a busy construction and trades sector rebuilding the city's older housing stock. Which of those describes your business changes what a buyer's lawyer asks for first.
Every figure below traces to a named public source — no estimates, no filler.
†Typical patterns across Ontario deals — not a quote or advice; every deal is confirmed on its own facts.
The same sequence underlies almost every owner-run Hamilton deal — what changes from deal to deal is how long each step takes.
Reaching an agreement
Buyer and seller agree on price and key terms, usually informally, before lawyers draft anything binding. We review before you sign — even a "non-binding" LOI can lock in terms you didn't mean to fix.
usually 1–2 weeks†The APS sets out price, structure (asset or share), conditions, and closing date. We draft or review it and negotiate the protections — reps, warranties, holdbacks — that actually matter for your deal.
1–3 weeks to negotiate†Corporate, PPSA lien, litigation, and licence searches confirm what you're actually buying. We chase the seller's lawyer, the registries, and any regulator whose sign-off your deal needs.
2–4 weeks, in parallel†Getting to closing
Landlord, franchisor, lender, and licensing-body sign-offs are chased in parallel with the paperwork. In Hamilton this is often about a manufacturer's older industrial site or an OEM contract, not a landlord — environmental screening can take longer than any lease review.
often the critical path†Funds, keys, and signed documents change hands. We coordinate directly with both sides' lawyers and the lender so nothing is left to a last-minute phone call.
1 day, once conditions are met†Registrations, licence transfers still in progress, and any post-closing deliverables — like a holdback release — get tracked to completion, not left for you to chase.
1–2 week tail†This is the first real decision in almost every deal — and it changes what you're buying, what you're taking on, and how it's taxed.
| Question | Asset purchase | Share purchase |
|---|---|---|
| What you buy | The business's assets — equipment, inventory, lease, goodwill, name. | The shares of the company itself — everything it owns, and everything it owes. |
| Seller's liabilities | Generally stay behind with the seller's corporation. | Generally come with the company, known and unknown. |
| Tax angle — seller | Straightforward proceeds treatment in most cases. | May qualify for the lifetime capital-gains exemption on qualifying small business shares. |
| Tax angle — buyer | A stepped-up cost base on assets bought; an HST s.167 election may apply. | Cost base carries over from the seller — a different position for the buyer. |
| Licences & contracts | Must generally be re-issued or assigned into the buyer's name. | Usually stay in place, since the corporation itself doesn't change. |
| Employees | Employment Standards Act continuity rules typically apply. | Employment generally continues uninterrupted — the employer doesn't change. |
| Typical use in Hamilton | Most restaurant, retail, auto-repair and trades deals — a buyer taking equipment, a lease and a name, not the seller's full corporate history. | Common in manufacturing sales, to preserve OEM and supply contracts and, at older plants, to avoid re-triggering certain environmental or permitting reviews. |
The business's assets — equipment, inventory, lease, goodwill, name.
The shares of the company itself — everything it owns, and everything it owes.
Generally stay behind with the seller's corporation.
Generally come with the company, known and unknown.
Straightforward proceeds treatment in most cases.
May qualify for the lifetime capital-gains exemption on qualifying small business shares.
A stepped-up cost base on assets bought; an HST s.167 election may apply.
Cost base carries over from the seller — a different position for the buyer.
Must generally be re-issued or assigned into the buyer's name.
Usually stay in place, since the corporation itself doesn't change.
Employment Standards Act continuity rules typically apply.
Employment generally continues uninterrupted — the employer doesn't change.
Most restaurant, retail, auto-repair and trades deals — a buyer taking equipment, a lease and a name, not the seller's full corporate history.
Common in manufacturing sales, to preserve OEM and supply contracts and, at older plants, to avoid re-triggering certain environmental or permitting reviews.
We tell you which structure fits — before you sign anything.
Different lists depending on which side of the deal you're on — both matter for how smoothly closing goes.
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 café or restaurant, a salon, a franchise unit, or a trades business in Hamilton — usually one buyer, one seller.
Start my file →A company with several owners or employees, bank financing, real estate, or a deal that needs negotiated protections before you sign.
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 always, but a Phase I environmental site assessment is a common step given Hamilton's manufacturing history, and it can escalate to a Phase II if the initial review flags a concern. This is one of the reasons manufacturing deals here tend to run longer than a typical retail or restaurant sale. We scope what your specific site needs early.
Many OEM and supply agreements include change-of-control language, but a share sale generally keeps the same corporate counterparty in place, which can avoid re-triggering a consent requirement that an asset sale would face. It isn't automatic — the contract's own wording controls — so we review it before recommending a structure.
On most asset sales, the buyer applies for a transfer or a new licence with AGCO rather than inheriting the seller's authorization automatically. On a share sale, the licence generally stays with the corporation. This step often ends up setting the pace for the rest of the closing.
Generally yes — OMVIC dealer registration is issued to the individual dealer, not the premises, so a buyer typically needs its own registration before selling vehicles under the business. We flag this early if vehicle sales are part of what you're buying.
There's no single standard, but a modest closing holdback against undisclosed liabilities or adjustment errors is common on owner-run deals, and manufacturing sales more often add escrow tied to environmental findings instead. We negotiate the size and release terms to fit your specific deal.
| Resource | Official link |
|---|---|
| City of Hamilton business licensing | Visit www.hamilton.ca |
| AGCO | Visit www.agco.ca |
| OMVIC | Visit www.omvic.ca |
| WSIB clearance certificates | Visit www.wsib.ca |
| Ministry of the Environment, Conservation and Parks Environmental site assessments | Visit www.ontario.ca |
Industries we cover
Adjacent regions
Acting for buyers and sellers across Hamilton: Hamilton.
Tell us about your Hamilton deal — we'll point you the right way and confirm the cost in writing before any work begins.