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.
Your journey, step by step
Every stage is its own page: what happens, who is involved, what it costs, and where a lawyer comes in.
Agree the outline, exclusivity and confidentiality
Verify the numbers, the contracts and the searches
Negotiate and sign the purchase agreement
Lender, landlord, franchisor and licensing approvals
Funds flow, documents, security and registrations
Training, employees, accounts and the seller's covenants
More situations in this centre
Beyond the core journey above: scenarios that change the steps.
Tools
Calculators, checklists that build themselves, and timelines you can drop a date into.
Enter your target closing date to see when each stage typically needs to happen for a small business purchase. Consents and licences set the pace. Treat the dates as a guide, not a fixed schedule.
QuizAsset deal or share deal: which questions matter most in your purchase?Six questions that show which set of trade-offs your purchase raises. The result explains the structure; your accountant and lawyer help you choose. It does not tell you which one to pick.
Checklist builderWhat should I ask the seller for?Answer a few questions about the deal and this builds the document request list to send the seller in the first week of exclusivity. It is a starting list, not a substitute for reading the documents yourself.
LiveTermination and severance payEmployment Standards minimums.
CalculatorPrice allocation worksheetUse this when negotiating a business sale, to see how the price might split across inventory, equipment, leaseholds and goodwill.
Who you'll deal with
And what each one is actually responsible for.
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)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 OntarioGives an independent opinion of value where the price is contested, a lender or partner requires one, or the assets are unusual.
Regulated by CBV InstituteFinances 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 institutionDecides whether to consent to the lease assignment or change of control, on what conditions, and whether to release the seller.
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), 2000Negotiates for the seller, prepares the seller's disclosure schedules and closing deliverables and discharges the seller's registrations.
Regulated by Law Society of OntarioMunicipality, Alcohol and Gaming Commission, Canada Revenue Agency, WSIB and Ministry of Finance: transfers, registrations and clearances.
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 OntarioGuides to download
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Free to download. Arrives by email in seconds.
Guide · PDFLease assignment checklist: taking over a commercial lease on a business purchaseFree to download. Arrives by email in seconds.
Guide · PDFFranchise disclosure: your 14 days under the Arthur Wishart ActFree to download. Arrives by email in seconds.
Guide · PDFBuying a business in Ontario: the due diligence document checklistFree to download. Arrives by email in seconds.
Guide · PDFSmall business contracts: a plain-language primer for Ontario ownersFree to download. Arrives by email in seconds.
Read more
From the articles and answers already on the site.
Related centres
Other Learning Centres for the same transaction.
Words worth knowing
A few from the full glossary.
A short document recording price, structure and main terms before the purchase agreement. Usually non-binding on the deal, binding on confidentiality and exclusivity.
A binding promise by the seller not to negotiate with other buyers for a set period while the buyer does diligence.
The buyer's investigation of the business's finances, contracts, employees, premises, licences and legal exposure before committing to close.
Buying listed assets of a business from their owner. Liabilities stay with the seller unless assumed; contracts, licences and employees must be moved.
Buying the shares of the corporation that owns the business. The corporation, with all its contracts, history and liabilities, carries on under new ownership.
The seller's statements of fact about the business in the purchase agreement. If one is untrue, the buyer's remedy is usually an indemnity claim.
Start a file online in about seven minutes, or ask a lawyer first. Flat, published fees.