Moncton's trucking and logistics operators, Saint John's port and industrial trades, and Fredericton's government- and university-facing professional firms — New Brunswick's owner-run businesses change hands across a bilingual market with their own provincial mechanics: an HST-province tax picture, the Corporate Registry, and a WorkSafeNB clearance letter before closing. We handle the legal side end to end, online, with the cost confirmed in writing before any work begins.
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.
The same sequence underlies almost every owner-run New Brunswick 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 New Brunswick the provincial pieces — a Corporate Registry search, the WorkSafeNB clearance letter, and any liquor-licensing step — run alongside the landlord's consent rather than after it.
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 New Brunswick | Most restaurant, retail, trades and logistics deals in New Brunswick — since HST is the only sales tax that applies, the s.167 election, not a separate provincial levy, is what actually drives the tax math. | Common where contracts, licences or a bilingual customer base are the value being bought — the corporation continues, so those generally stay in place. |
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, trades and logistics deals in New Brunswick — since HST is the only sales tax that applies, the s.167 election, not a separate provincial levy, is what actually drives the tax math.
Common where contracts, licences or a bilingual customer base are the value being bought — the corporation continues, so those generally stay in place.
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 New Brunswick — 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.
Each anchor municipality has its own deal-brief page — same process, local numbers.
Moncton's small-business market is shaped by its long-standing role as the Maritimes' transportation and distribution hub, with trucking, warehousing, and logistics operators a recurring feature of local business sales alongside franchise restaurants and retail serving the wider region that shops and travels through the city.
Saint John's small-business landscape sits in the shadow of a small number of large industrial employers -- an oil refinery, a pulp mill, port operations, and an aquaculture company all linked to the city's Irving-affiliated industrial base -- and many independent trades contractors, transport and marine suppliers, and uptown restaurants and shops serve or supply those larger operations.
As New Brunswick's capital and home to two universities, Fredericton's owner-run business market leans toward professional and personal-service firms (legal, accounting, consulting) serving government and higher education, plus a compact downtown of independent restaurants, retailers, and a growing cluster of IT and tech companies.
No separate one — New Brunswick charges HST, and that harmonized tax is the only sales tax that applies to the deal. On a qualifying sale of a business as a going concern, an s.167 election can take it off the closing statement entirely, which leaves the purchase-price allocation as the real tax conversation, coordinated with your accountant.
New Brunswick's Employment Standards Act doesn't spell out an automatic continuity rule the way some other provinces' statutes do, so what happens to an employee's service history on a sale is generally worked out through the purchase agreement itself and general legal principles rather than a single statutory switch. A buyer who doesn't recognize prior service, or doesn't offer comparable ongoing employment, can face termination-pay exposure, so we put this on the table at intake rather than leaving it assumed.
Not automatically. New Brunswick liquor licensing runs through the Liquor Control Act, with applications processed through Service New Brunswick, and a licence generally belongs to the specific operator rather than the address — so the incoming owner typically applies for and is approved for their own licence, and purchase agreements for licensed venues are usually made conditional on that approval.
It's New Brunswick's public record for corporations, run through Service New Brunswick — where a buyer's lawyer confirms the seller's good standing, officers and directors, and filing history. An out-of-province corporation carrying on business here registers extra-provincially with the same registry, a routine filing we fold into the closing checklist.
Not necessarily. New Brunswick's Franchises Act generally exempts a franchisee reselling their own existing outlet — as opposed to a brand-new grant from the franchisor — from a fresh disclosure requirement, provided the sale is for the seller's own account and isn't arranged through the franchisor. It's a narrow exemption with specific conditions, so we confirm it actually applies before relying on it rather than assuming.
It confirms the seller's workers'-compensation account carries no outstanding premiums before you close. For a buyer, it closes off the risk of inheriting an unresolved balance, costs nothing to request, and we treat it as standard diligence on every New Brunswick purchase we handle — whether the deal is in Moncton, Saint John, Fredericton, or a smaller New Brunswick market.
| Resource | Official link |
|---|---|
| New Brunswick Corporate Registry Corporate searches & extra-provincial registration | Visit www2.snb.ca |
| WorkSafeNB — accounts and coverage Clearance letters | Visit www.worksafenb.ca |
| New Brunswick — liquor licences and permits Licensed venues | Visit www.gnb.ca |
| New Brunswick — food premises licence Operator permits | Visit www.gnb.ca |
Industries we cover
Adjacent regions
Acting for buyers and sellers across New Brunswick — Moncton, Saint John and Fredericton page by page, and the rest of the province deal by deal.
Tell us about your New Brunswick deal — we'll point you the right way and confirm the cost in writing before any work begins.