Downtown, deals lean toward professional services, IT and managed-services firms, and e-commerce brands built around a lease-light footprint — while restaurants, salons and independent retail change hands steadily across Toronto's inner suburbs. The legal work looks different depending on which kind of business you're in, and we scope it that way from the first call.
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 Toronto 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 Toronto this is usually about client contracts and platform accounts rather than real estate — an MSA's change-of-control clause or a marketplace account review can take longer than any landlord's sign-off.
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 Toronto | Most restaurant, salon, retail and e-commerce deals — a buyer generally wants a clean set of assets, not a decade of a downtown lease's history. | Common in IT/MSP and larger franchise-group sales, to keep client contracts and the corporate track record intact. |
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, salon, retail and e-commerce deals — a buyer generally wants a clean set of assets, not a decade of a downtown lease's history.
Common in IT/MSP and larger franchise-group sales, to keep client contracts and the corporate track record intact.
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 Toronto — 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.
Generally no — marketplace and platform accounts are typically tied to the seller's login and are contractually restricted from simply being handed over. Most deals structure this as a formal transfer application to the platform, verified and completed alongside closing rather than assumed to happen automatically. We flag this early so it doesn't stall your launch.
It depends on the contract, but many managed-service agreements include a change-of-control or assignment clause that requires the client's consent — even on a share sale, if the clause is broadly drafted. We review your key contracts early so you know which clients need a conversation before closing, not after.
It varies by building, but larger downtown landlords and property-management companies can take longer to review an assignment than an independent plaza owner, partly because more internal approvals are involved. We open that conversation as early as your deal allows to avoid it becoming the bottleneck.
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. Either way, this step often sets the pace for the rest of the closing timeline.
There's no single standard, but a modest closing holdback against undisclosed liabilities is common on owner-run deals, and larger or recurring-revenue businesses more often add escrow or earn-out terms tied to client retention. We negotiate the size and release conditions to fit your specific deal.
| Resource | Official link |
|---|---|
| City of Toronto business licensing | Visit www.toronto.ca |
| Toronto Public Health (food premises) | Visit www.toronto.ca |
| AGCO | Visit www.agco.ca |
| Office of the Privacy Commissioner (PIPEDA) Customer-data transfer | Visit www.priv.gc.ca |
| WSIB clearance certificates | Visit www.wsib.ca |
| CRA business registration | Visit www.canada.ca |
Industries we cover
Adjacent regions
Acting for buyers and sellers across Toronto: Toronto.
Tell us about your Toronto deal — we'll point you the right way and confirm the cost in writing before any work begins.