Buying An Ottawa Veterinary Clinic Without A Veterinary Licence

The situation

Vivian had spent twelve years as an office manager for a chain of medical clinics before she and her friend Angela, who worked as an IT support lead for a mid-sized firm, decided to pool their savings and buy a business of their own. Vivian had moved to Canada from the Philippines a decade earlier, and ownership had been the long-term goal since her first year here — something stable, service-based, and growing. When a business broker brought them an established veterinary clinic in Ottawa, it looked like a strong fit: steady client base, a loyal local following built over sixteen years, and an owner ready to retire.

The clinic generated about $1.5 million in annual revenue, with a purchase price negotiated at roughly $1.35 million, covering the practice's equipment, client records, the lease on its premises, and its goodwill. Vivian and Angela signed an agreement of purchase and sale with a due diligence condition and came to Treadstone Law shortly afterward to have a lawyer review the deal and carry it to closing. Neither of them had run a business before, and neither had any background in veterinary medicine — Vivian had assumed, reasonably enough, that buying a business meant buying the business, the way she understood any other purchase would work.

The retiring owner, who had built the practice from a single exam room into a five-person clinic, was staying on to help with the transition for a short handover period. The clinic's day-to-day veterinary work was shared between the owner and an associate veterinarian named Sarah, who had worked there for four years and treated a large share of the client base personally. On paper, the transaction looked like a straightforward small-business sale. It wasn't.

The licensing problem

Veterinary medicine in Ontario is a regulated profession, and the regulation extends beyond the individual veterinarian to the practice itself. Every location where veterinary services are provided to the public needs a facility permit issued by Ontario's veterinary regulator, and that permit is tied to a licensed veterinarian who is responsible for the standards of care delivered at that location. A clinic cannot simply be owned and operated by whoever holds the deed to the equipment and the lease — someone with an active veterinary licence has to stand behind the facility permit, and without one, the clinic cannot lawfully treat animals at all.

Neither Vivian nor Angela was a licensed veterinarian, and their purchase agreement, drafted before they retained our team, said nothing about who would hold that role once the retiring owner walked away. The agreement had been written the way a buyer might structure the purchase of a retail store or a landscaping company — assets in, purchase price out — without accounting for the fact that a veterinary practice's most important asset is not on the balance sheet at all. It is the licensed professional whose registration lets the doors stay open.

This mattered immediately because of what would happen the moment the deal closed. If the retiring owner's name came off the facility permit and no other licensed veterinarian was in place to take over that responsibility, the clinic would have to stop providing veterinary services — not eventually, but as soon as the transition happened. A business Vivian and Angela were paying $1.35 million for could be reduced, overnight, to a lease, some equipment, and a client list with nobody licensed to treat their animals. Sarah, the associate veterinarian, was the obvious answer — she was licensed, experienced, and already trusted by the clinic's clients — but nothing in the deal as signed obligated her to stay, and nobody had asked her.

What we did

1. Confirmed the licensing structure before anything else moved forward. Our team contacted Ontario's veterinary regulator to understand exactly what the facility permit required going forward: a licensed veterinarian in good standing needed to be responsible for the clinic's operations, and a change in that responsible veterinarian required advance notice and a review before it took effect. That review had to be planned into the closing timeline, not discovered on closing day.
2. Restructured the purchase around the business's assets, not the practice's professional registration. Vivian and Angela's holding company would buy the equipment, the client records, the lease, and the goodwill, while the veterinary services themselves continued to be delivered under a licensed veterinarian's professional responsibility. This kept ownership of the business separate from the practice of veterinary medicine, which is exactly the separation Ontario's regulatory structure requires for a non-veterinarian owner.
3. Opened a direct conversation with Sarah before the purchase agreement was finalized. Rather than assume she would simply continue working under new ownership, we treated her continued involvement as a condition that needed to be negotiated and documented, the same way a key customer contract would be. Sarah had built real relationships with the clinic's clients over four years, and her departure at the moment of sale would have been as damaging as losing the facility permit itself.
4. Negotiated a retention agreement with defined terms. Sarah agreed to stay on as the clinic's responsible veterinarian for a minimum term, with compensation adjusted upward from her associate rate to reflect the added professional responsibility, and a modest retention bonus paid in installments tied to her remaining through the transition period. The agreement also included a standard restrictive covenant limiting her ability to open a competing practice nearby for a defined period if she later left.
5. Made Sarah's signed retention agreement a closing condition. The purchase would not complete until Sarah's agreement was signed and the regulator had confirmed it had no objection to her taking over as the clinic's responsible veterinarian. This meant Vivian and Angela could not end up owning a clinic with no one licensed to run it — the deal simply would not close until that piece was locked down.
6. Set up a services agreement between the ownership company and the professional side of the practice. Vivian and Angela's company owned the business assets and handled scheduling, billing, marketing and staff management, while Sarah, as the licensed veterinarian, retained professional responsibility for the medical care delivered. This division let Vivian apply her office management background to the parts of the business she was equipped to run, without her or Angela stepping into a professional role neither of them was licensed to hold.

The outcome

The regulator's review of the change in responsible veterinarian took a little over five weeks, slightly longer than the parties had first hoped, which pushed closing back by about two weeks from the original date. That delay was manageable because everyone had known about it in advance and planned around it, rather than discovering it as an emergency days before closing.

The deal closed with Sarah's retention agreement in place and the facility permit transferred cleanly to her responsibility, with no gap in the clinic's ability to operate. Vivian took over the front-of-house side of the business immediately, using the same organizational skills she had built managing medical clinics for over a decade, while Angela handled the practice's scheduling software and billing systems. Sarah continued treating the clients who already knew her, which mattered enormously to a client base that had spent years building trust with one veterinarian.

A year later, the clinic's client retention numbers had held steady through the ownership change, and Sarah was still with the practice, now training a second associate veterinarian Vivian and Angela had hired to support growth. What began as a purchase agreement that assumed a veterinary practice could be bought like any other small business ended up structured around the one asset that actually kept it running: a licensed professional willing to stay.

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