A private school's Notice of Intention to Operate is filed annually with the Ministry of Education, tied to the operating entity — a change of ownership means updating that filing, not simply carrying on under the old one. Layer in prepaid tuition held for existing families and, often, the school's own real property, and this is one of the longest-running deals in the program.
Part of Education & Care — 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 off a multiple of normalized earnings, weighted heavily by enrolment stability, waitlist depth, and tuition-retention rates rather than headline tuition revenue alone.† | Test whether the price reflects a stable enrolment base or a single strong year. |
| Enrolment continuity | Re-enrolment rates and waitlist depth are treated as core value indicators, since a school's revenue depends on families choosing to stay, not just current headcount.† | Weigh enrolment durability against the asking price, not just this year's tuition total. |
| Accreditation/affiliation dependency | Where a school carries a curriculum accreditation or affiliation, continuity of that affiliation can be material to the school's positioning and pricing.† | Confirm whether the price assumes an affiliation that actually needs separate consent to continue. |
| Real property premium | A school that owns its building is priced and diligenced differently from one that leases, with environmental and property diligence added to the operating-business review.† | Separate the value of the operating school from the value of the real estate underneath it. |
The Notice of Intention to Operate is tied to the operating entity, not the building or the brand — a change of ownership requires updating that filing with the Ministry, and the timing of that update is a real closing-condition item, not paperwork that happens automatically.
Prepaid tuition and deposits held for existing families are handled as a trust or fiduciary matter in most well-run schools, and that handling — not just the total held — is what a buyer's diligence and the purchase agreement need to address.
A Montessori or other curriculum-accreditation affiliation is granted by that body on its own terms — it's reviewed and, where required, separately consented to, independent of whether the school itself is sold as shares or assets.
The same sequence underlies almost every private school or montessori 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 private school or montessori 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†Ministry of Education Notice of Intention to Operate, Tuition prepayment/trust handling, Enrolment contracts, Real property or lease, Accreditation/curriculum affiliation all start moving at once, on separate clocks — this is usually where private school or montessori 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 private school or montessori 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 school's assets — curriculum, enrolment contracts, the lease or real property, and goodwill. | The shares of the corporation — including its Ministry filing history, accreditation, and existing agreements. |
| Ministry Notice of Intention to Operate | Buyer files an updated notice reflecting the new operating entity. | The corporation's existing filing is updated to reflect the change in ownership. |
| Tuition prepayment/trust handling | Prepaid tuition and deposits reviewed and transferred under agreed trust-handling terms. | Trust obligations to existing families come with the corporation. |
| Enrolment contracts | Reviewed individually for continuity terms with existing families. | Generally continue automatically, subject to notifying families of the ownership change. |
| Real property or lease | Purchased and transferred separately if owned; landlord consent required if leased. | Stays with the corporation if owned; existing lease continues if leased, subject to any change-of-control clause. |
| 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. |
| Typical use | Considered where the buyer wants a clean start on the Ministry filing and enrolment contracts. | Considered where continuity of the Ministry filing history and accreditation, without re-papering, is the priority. |
The school's assets — curriculum, enrolment contracts, the lease or real property, and goodwill.
The shares of the corporation — including its Ministry filing history, accreditation, and existing agreements.
Buyer files an updated notice reflecting the new operating entity.
The corporation's existing filing is updated to reflect the change in ownership.
Prepaid tuition and deposits reviewed and transferred under agreed trust-handling terms.
Trust obligations to existing families come with the corporation.
Reviewed individually for continuity terms with existing families.
Generally continue automatically, subject to notifying families of the ownership change.
Purchased and transferred separately if owned; landlord consent required if leased.
Stays with the corporation if owned; existing lease continues if leased, subject to any change-of-control clause.
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.
Considered where the buyer wants a clean start on the Ministry filing and enrolment contracts.
Considered where continuity of the Ministry filing history and accreditation, without re-papering, is the priority.
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-campus private school or Montessori program with a leased premises and a straightforward family enrolment base.
Start my file →A school with owned real property, a curriculum affiliation needing separate consent, or a multi-campus deal where Ministry filing history needs deeper diligence.
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.
The Notice of Intention to Operate is tied to the operating entity, so a change of ownership means updating that filing with the Ministry rather than assuming it carries forward untouched. We build that filing timeline into the closing plan early, since it can affect when a new owner can actually begin operating the school.
It's treated as a trust or fiduciary matter in most well-run schools, and the purchase agreement needs to spell out how that obligation is handled — assumed by the buyer, settled by the seller, or adjusted for in price. We make sure it's addressed explicitly rather than left as an assumption on either side.
Not automatically — the accrediting body grants and reviews that affiliation on its own terms, separate from the corporate transaction, so it's checked and, where required, separately consented to. Losing an affiliation can matter to a school's positioning, so we flag this early rather than assume it's covered by the sale itself.
Between Ministry filing timelines, tuition-trust handling, and often a real property component with its own diligence, there's simply more that has to happen in parallel, and some of it is timed around the school calendar rather than a preferred closing date. We sequence these workstreams as tightly as the facts allow.
That depends on your enrolment contracts and the deal's own confidentiality needs, and it's planned deliberately rather than left to chance — some contracts have their own notice requirements tied to a change of ownership. We help you sequence family communication so it supports the transition instead of creating uncertainty mid-deal.
| Resource | Official link |
|---|---|
| Ontario private schools — Ministry of Education Notice of Intention to Operate | Visit www.ontario.ca |
| Ontario environmental site assessment standards (MECP) Phase I/II review if real property is owned | Visit www.ontario.ca |
| Employment Standards Act — general guide Staff continuity on a sale | Visit www.ontario.ca |
Where we close private school or montessori deals
Tell us about your private school or montessori deal — we'll point you the right way and confirm the cost in writing before any work begins.