St. John's oil-and-gas services sector and downtown hospitality core, and the fishing, outport and small-town businesses across the rest of the province — Newfoundland and Labrador's owner-run businesses change hands with their own provincial mechanics: an HST-province tax picture, the Registry of Companies, and a WorkplaceNL 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 Newfoundland and Labrador deals — not a quote or advice; every deal is confirmed on its own facts.
The same sequence underlies almost every owner-run Newfoundland and Labrador 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 Newfoundland and Labrador the provincial pieces — a Registry of Companies search, the WorkplaceNL 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 | Labour Standards Act continuity rules typically apply. | Employment generally continues uninterrupted — the employer doesn't change. |
| Typical use in Newfoundland and Labrador | Most retail, hospitality and fisheries-services deals — HST is the only sales tax that applies, so an s.167 election, rather than a separate provincial charge, is what the tax planning turns on. | Common where an oil-and-gas services contract, a licence or a long-standing supply relationship is the value — the corporation continues, so those carry through the sale. |
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.
Labour Standards Act continuity rules typically apply.
Employment generally continues uninterrupted — the employer doesn't change.
Most retail, hospitality and fisheries-services deals — HST is the only sales tax that applies, so an s.167 election, rather than a separate provincial charge, is what the tax planning turns on.
Common where an oil-and-gas services contract, a licence or a long-standing supply relationship is the value — the corporation continues, so those carry through the sale.
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 Newfoundland and Labrador — 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.
St. John's small-business market is closely tied to the offshore oil and gas industry: supply, service, and trades businesses supporting the Hibernia, Terra Nova, and White Rose developments are a recurring category of sale, alongside a downtown hospitality and tourism sector (George Street bars and restaurants, cruise-ship-driven retail) and businesses tied to the province's civil service.
No separate one — the province charges HST, and that's the only sales tax that applies. On a qualifying sale of a business as a going concern, an s.167 election can remove it from the closing statement altogether, leaving the purchase-price allocation as the real tax question, which we work through with your accountant.
Newfoundland and Labrador's Labour Standards Act deems an employee's employment continuous when the business carries on under a new owner — length-of-service entitlements like vacation and notice carry forward rather than resetting to zero. That accrued history is part of what a buyer is taking on, and it belongs in the deal math.
Not automatically. An NLC licence doesn't follow a change of ownership on its own — the buyer applies to transfer the specific licence category, with the current licensee's written consent, and deals for licensed venues are usually made conditional on that approval.
For supply, service and trades businesses tied to offshore production, owner confidence and valuations can move with global prices more than almost anywhere else in Atlantic Canada — so we ask for financials across more than one price cycle where they exist, not just the most recent strong year.
No — the province has no franchise-specific disclosure statute, so the resale is governed by the franchise agreement itself and general contract law rather than a standalone provincial regime. That makes reading the actual agreement's assignment and consent terms even more important here than in a province with dedicated franchise legislation.
It confirms the seller's account carries no outstanding assessments — WorkplaceNL can otherwise register a lien against a business's assets for unpaid premiums, which is exactly the exposure a buyer wants ruled out before closing. We request it as standard diligence on every NL purchase.
| Resource | Official link |
|---|---|
| Newfoundland and Labrador Registry of Companies Corporate searches & extra-provincial registration | Visit www.gov.nl.ca |
| WorkplaceNL clearance — Legal Clearance FAQ Successor-liability protection | Visit lsnl.ca |
| NLC — transfer a liquor licence Licensed venues | Visit nlliquorcorp.com |
| Newfoundland and Labrador — food establishment licence Operator permits | Visit www.gov.nl.ca |
Industries we cover
Adjacent regions
Acting for buyers and sellers across Newfoundland and Labrador — St. John's page by page, and the rest of the province deal by deal.
Tell us about your Newfoundland and Labrador deal — we'll point you the right way and confirm the cost in writing before any work begins.