Buying or selling an existing franchise location in Ontario is a resale layered on top of a franchise system — the price and the lease matter, but so does the franchisor's consent, its right of first refusal, and whether the resale-disclosure exemption sellers sometimes assume applies actually does. Get that wrong and a signed deal can still unwind.
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 |
|---|---|---|
| Deal size by scale |
| Place your deal on the right side of that line before you structure it. |
| Structure follows scale, not preference |
| Decide early — the structure changes what disclosure and consent steps actually apply. |
| Disclosure exemption is narrower than sellers assume | Ontario courts have read the franchise-resale disclosure exemption narrowly — franchisor involvement in matching buyer to seller can be enough to trigger a full disclosure requirement anyway.† | Don't rely on a seller's assumption that 'it's just a resale' to skip disclosure — verify it. |
| Consent and ROFR timing | Franchisor consent and any right of first refusal are near-universal conditions, and typically the pacing item for the whole deal, not a formality at the end.† | Build the franchisor's timeline into your closing date from the start, not as an afterthought. |
The disclosure exemption for franchise resales is read narrowly by Ontario courts — whether it actually applies to your deal is a legal question, not something to assume from the word 'resale.'
A right of first refusal means the franchisor can step into your deal on the same terms you negotiated — that possibility should shape how a resale offer gets structured from the start.
The remaining term on both the lease and the franchise agreement move together — a short remaining term on either one changes what the location is actually worth.
The same sequence underlies almost every franchise (resale) 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 franchise (resale) 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†Franchisor consent + ROFR, New franchise agreement, Arthur Wishart disclosure, Lease, Training requirements all start moving at once, on separate clocks — this is usually where franchise (resale) 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 franchise (resale) 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 location's assets — equipment, leasehold improvements, inventory, and the existing franchise agreement's benefit, subject to franchisor consent. | The shares of the operating company — every location it holds, and everything the company owes. |
| Seller's liabilities | Generally stay behind with the seller's existing corporation. | Generally come with the company, known and unknown, across every location it operates. |
| Franchisor consent & ROFR | Required for the specific location changing hands — often the pacing condition on the whole deal. | Required for the change of control itself — the franchisor reviews who is actually taking over. |
| Arthur Wishart disclosure | May still be required even where the deal is framed as a private resale — the exemption is read narrowly. | Disclosure obligations are assessed the same way regardless of how the shares change hands. |
| The lease | Needs the landlord's consent to assign, timed alongside the franchisor's own consent. | Usually stays in place unless the lease itself has a change-of-control clause. |
| Tax angle | Buyer gets a stepped-up cost base on the assets purchased. | Seller may access the lifetime capital gains exemption on qualifying shares. |
| Typical use in a franchise resale | The default for a single location changing hands. | More common for an operating company holding multiple locations. |
The location's assets — equipment, leasehold improvements, inventory, and the existing franchise agreement's benefit, subject to franchisor consent.
The shares of the operating company — every location it holds, and everything the company owes.
Generally stay behind with the seller's existing corporation.
Generally come with the company, known and unknown, across every location it operates.
Required for the specific location changing hands — often the pacing condition on the whole deal.
Required for the change of control itself — the franchisor reviews who is actually taking over.
May still be required even where the deal is framed as a private resale — the exemption is read narrowly.
Disclosure obligations are assessed the same way regardless of how the shares change hands.
Needs the landlord's consent to assign, timed alongside the franchisor's own consent.
Usually stays in place unless the lease itself has a change-of-control clause.
Buyer gets a stepped-up cost base on the assets purchased.
Seller may access the lifetime capital gains exemption on qualifying shares.
The default for a single location changing hands.
More common for an operating company holding multiple locations.
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 location changing hands between one buyer and one seller — a straightforward resale of one franchise unit with a lease and a standard consent process.
Start my file →A multi-unit operator selling several locations as one operating company, or a resale where the franchisor's right of first refusal or a disclosure question needs to be worked through before terms are final.
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.
Not necessarily. Ontario courts have read the resale-disclosure exemption narrowly, and franchisor involvement in the resale can be enough to trigger a full disclosure requirement anyway. Whether it applies to your deal gets confirmed early, not assumed from the word 'resale.'
It lets the franchisor step in and buy the location itself, on the same terms you negotiated, instead of letting your purchase go through. It's a standard clause in most franchise systems, and it's built into the deal timeline from the start so it doesn't surprise you late.
Most systems have the incoming owner sign a new, current-form agreement rather than assuming the seller's existing one — which matters because the current form may have different terms, fees, or obligations than what the seller originally signed.
Often, yes. Buying an operating company that holds multiple locations is more commonly done as a share purchase, so every location's franchise agreement and lease stay intact at the same time, rather than being individually re-consented one by one.
It varies by system, but it's regularly the pacing item on the whole closing. Your purchase agreement should set out what happens to your deposit, your conditions, and your closing date if the franchisor takes longer than expected to respond.
| Resource | Official link |
|---|---|
| Arthur Wishart Act — franchise disclosure Ontario's franchise disclosure legislation | Visit www.ontario.ca |
| Canadian Franchise Association Industry body and franchisee resources | Visit www.cfa.ca |
| Personal Property Security Registration (PPSR) Equipment and leasehold lien searches | Visit www.ontario.ca |
Where we close franchise (resale) deals
Tell us about your franchise (resale) deal — we'll point you the right way and confirm the cost in writing before any work begins.