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Learning CentreBuying a business

The Business Purchase Centre

Buying an existing business in Ontario, from the first letter of intent to the day the lease, the licences and the payroll are yours. What each step involves, what the law says, who does what, and where a lawyer fits.

Where are you right now?
How offers work, what binds you, and what to settle before you spend money on diligence.
Typical timeline
2–4 months
Start to finish, in a typical file
Who is involved
Business broker
Accountant
Your lawyer
Seller's lawyer
Lender
Landlord
Seller

Buying an existing business in Ontario, from the first letter of intent to the day the lease, the licences and the payroll are yours. What each step involves, what the law says, who does what, and where a lawyer fits. Six stages carry you through it — letter of intent, due diligence, agreement, financing & consents, closing and transition — each explaining what happens, who is responsible, and what Ontario law requires. Calculators, a glossary and guides to download sit alongside the stages, and every one ends with our flat, published fee and a way to start a file online.

Get the Business Purchase Journey by email

From your letter of intent to the day the business, the lease and the staff are yours, one clear step at a time.

Where are you right now?

Three short emails a week for up to 13 weeks. Joining replaces any other email series from the firm.

Who you'll deal with

And what each one is actually responsible for.

Business broker

Markets the business for the seller, screens buyers, supplies the first letter of intent form and often holds the deposit. Paid by the seller.

Regulated by Not licensed unless real property is included (RECO)
Accountant

Tests the financial statements and tax filings, normalizes earnings, advises on structure, price allocation and the elections, and sets up your accounts.

Regulated by CPA Ontario
Chartered business valuator

Gives an independent opinion of value where the price is contested, a lender or partner requires one, or the assets are unusual.

Regulated by CBV Institute
Lender

Finances part of the price against security over the business and, usually, the buyer's personal pledge to repay; sets conditions that must be met before funding.

Regulated by OSFI or FSRA, depending on the institution
Landlord

Decides whether to consent to the lease assignment or change of control, on what conditions, and whether to release the seller.

Franchisor

Consents to a franchise transfer, sets transfer conditions and provides a disclosure document where the Arthur Wishart Act requires one.

Regulated by Arthur Wishart Act (Franchise Disclosure), 2000
Seller's lawyer

Negotiates for the seller, prepares the seller's disclosure schedules and closing deliverables and discharges the seller's registrations.

Regulated by Law Society of Ontario
Licensing and tax authorities

Municipality, Alcohol and Gaming Commission, Canada Revenue Agency, WSIB and Ministry of Finance: transfers, registrations and clearances.

Your lawyer

Reviews the letter of intent, runs the searches, drafts and negotiates the purchase agreement, obtains consents, closes the deal and registers security.

Regulated by Law Society of Ontario

Words worth knowing

A few from the full glossary.

Letter of intentExclusivity (no-shop)Due diligenceAsset purchaseShare purchaseRepresentations and warranties
Ready when you are.

Start a file online in about seven minutes, or ask a lawyer first. Flat, published fees.

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