An agency's real asset is its retainer roster — but a chunk of what makes those retainers work, the ad platform accounts, is often held on behalf of the client, not owned by the agency at all. Knowing what actually transfers, versus what was only ever borrowed, shapes the whole deal.
Part of Technology & Digital — see the family overview.
Every figure below is a typical Canadian deal-market pattern, not a valuation — use it to sanity-check what you're being told.
| Metric | Typical benchmark | Use this to |
|---|---|---|
| Valuation convention | Priced as a multiple of retained client billings, weighted by contract term and how concentrated revenue is in a small number of accounts.† | Test whether the multiple reflects durable retainers or a few large one-off projects. |
| Retainer contract terms | Termination-for-convenience clauses are common in agency retainers, meaning a client can generally exit on notice regardless of who owns the agency.† | Understand the real durability of billings before you price them as recurring. |
| Ad-platform account status | Client-held ad-platform accounts are typically the client's own property, held under the agency's management access, not an asset the agency can sell.† | Confirm what's actually transferable versus what depends on the client's continued cooperation. |
| IP/work-product clarity | Ownership of creative, code, and campaign work product depends on how each client engagement was contracted — not assumed to default to the agency.† | Check whether the portfolio you're valuing is actually owned by the business. |
A client retainer with a termination-for-convenience clause can generally be walked away from on notice, independent of who owns the agency — that makes the retainer roster a diligence item, not a guarantee, on either side of the deal.
Ad-platform accounts held on a client's behalf are usually the client's property under the platform's own terms, not the agency's to transfer — access rests on the client's continued cooperation, not the sale agreement.
PIPEDA obligations around any client customer data the agency touches don't pause during the sale; how that data is handled through diligence and handover is a compliance question of its own.
The same sequence underlies almost every digital or media agency deal — what changes from deal to deal is how long each step takes, and which one becomes the bottleneck.
Reaching an agreement
The offer sets price and key terms — for a digital or media agency it should build in the conditions that actually matter from day one, not just financing.
usually 1–2 weeks†The APS fixes price, structure — asset or share — and closing date, plus the reps, warranties, and holdbacks that protect you if diligence turns up something different than promised.
1–3 weeks to negotiate†Client retainer/media contracts, Ad platform accounts (client-held), IP/work-product ownership, Client data (PIPEDA), Staff & non-solicits all start moving at once, on separate clocks — this is usually where digital or media agency deals are won or lost.
often the critical path†Getting to closing
Corporate, PPSA lien, and litigation searches confirm what you're actually buying; we chase down licence standing and records the seller doesn't always have to hand.
2–4 weeks, in parallel†Funds, keys, and signed documents change hands, alongside any inventory count and interim authorizations that bridge the gap until final transfers are confirmed.
1 day, once conditions are met†We track final licence confirmation and the staff transition through to completion — nothing is left for you to chase once the deal is done.
1–2 week tail†This is the first real decision in almost every digital or media agency 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 — client contracts (where assignable), IP/work product, equipment, and goodwill. | The shares of the corporation itself — everything it owns, and everything it owes. |
| Client retainer/media contracts | Each retainer reviewed individually for assignability; client consent obtained where required. | Generally continue automatically, subject to reviewing whether change-of-control or termination language is triggered. |
| Ad-platform accounts (client-held) | Diligenced as client property held under agency access, not transferred as an asset. | Same underlying limitation applies regardless of corporate structure — access depends on the client, not the deal. |
| IP/work-product ownership | Assigned to the buyer where the agency owns it outright; reviewed engagement-by-engagement where ownership is unclear. | Stays with the corporation, subject to the same underlying ownership review. |
| Tax angle | Buyer gets a stepped-up cost base on the assets purchased; an HST election may apply. | Seller may access the lifetime capital gains exemption on qualifying shares. |
| Staff & non-solicits | Key staff and account leads often subject to retention or non-solicit terms as part of the deal. | Employment continues uninterrupted; existing non-solicit or non-compete terms remain in place. |
| Typical use | The default for most agency deals, given the absence of sector-specific licensing. | Considered where a hard-to-reassign client contract favours keeping the corporation intact. |
The business's assets — client contracts (where assignable), IP/work product, equipment, and goodwill.
The shares of the corporation itself — everything it owns, and everything it owes.
Each retainer reviewed individually for assignability; client consent obtained where required.
Generally continue automatically, subject to reviewing whether change-of-control or termination language is triggered.
Diligenced as client property held under agency access, not transferred as an asset.
Same underlying limitation applies regardless of corporate structure — access depends on the client, not the deal.
Assigned to the buyer where the agency owns it outright; reviewed engagement-by-engagement where ownership is unclear.
Stays with the corporation, subject to the same underlying ownership review.
Buyer gets a stepped-up cost base on the assets purchased; an HST election may apply.
Seller may access the lifetime capital gains exemption on qualifying shares.
Key staff and account leads often subject to retention or non-solicit terms as part of the deal.
Employment continues uninterrupted; existing non-solicit or non-compete terms remain in place.
The default for most agency deals, given the absence of sector-specific licensing.
Considered where a hard-to-reassign client contract favours keeping the corporation 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 single-owner agency with a manageable client roster and standard retainer terms.
Start my file →A larger agency with concentrated enterprise clients, multiple client-held ad-platform accounts to transition, or unclear IP ownership across past engagements.
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.
†Typical patterns across Canadian deals — not a quote or advice; every deal is confirmed on its own facts.
It's treated as a real risk factor, not just a footnote — retainers with a termination-for-convenience clause can generally be walked away from on notice, independent of who owns the agency. We help you understand how a buyer will weigh that against the rest of the billings when the price is negotiated.
Generally not as an asset — client-held platform accounts are usually the client's own property under the platform's terms, held under the agency's management access rather than owned by it. What actually transfers is the management relationship, and that depends on each client's cooperation, which we plan for as part of the deal.
It depends on how each engagement was actually contracted, not on an assumption that the agency automatically owns everything it produces. We review this engagement-by-engagement so the buyer knows what IP is genuinely part of the sale versus what was only ever licensed to a client.
There's no licence application sitting in the critical path — the pacing items are client contract consent and staff retention planning, which generally move faster than a regulator's review timeline. That's part of why this sector's typical closing window runs on the shorter end.
It's treated as a PIPEDA compliance question, not just a technical handoff — we review how that data is handled through diligence and build a disclosure-conscious handover into the purchase agreement rather than leaving it informal.
| Resource | Official link |
|---|---|
| Office of the Privacy Commissioner of Canada — PIPEDA | Visit www.priv.gc.ca |
| Canadian Intellectual Property Office (CIPO) Work-product and IP ownership | Visit ised-isde.canada.ca |
| Employment Standards Act — general guide Staff continuity on a sale | Visit www.ontario.ca |
Where we close digital or media agency deals
Tell us about your digital or media agency deal — we'll point you the right way and confirm the cost in writing before any work begins.