Selling a business in Ontario, from deciding whether and when to sell through valuation, finding a buyer, agreeing terms, closing and the months after. What each step involves, what the law says, who does what, and where a lawyer fits. Six stages carry you through it — decide & value, prepare, find a buyer, agreement, closing and after — 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.
Weigh timing and get a first sense of value
Tidy records, contracts and the numbers
Market confidentially and screen interest
Negotiate the letter of intent and the purchase agreement
Funds flow, documents and the handover
Covenants, holdback release and final filings
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.
Six quick questions on records, structure and personal readiness. The result points to what to tackle first; it is not a valuation.
TimelineFrom listing to closing: a seller's working timelineEnter your target closing date to see when each stage typically needs to happen when you are the one selling. Consents and buyer financing set the pace. Treat the dates as a guide, not a fixed schedule.
Checklist builderWhat should I put in the data room before a buyer asks?Answer a few questions about your business and this builds the document list to assemble before you go to market or grant exclusivity. It is a starting list, not a substitute for reviewing the documents yourself.
CalculatorPrice allocation worksheetUse this when negotiating a business sale, to see how the price might split across inventory, equipment, leaseholds and goodwill.
LiveTermination and severance payEmployment Standards minimums.
Who you'll deal with
And what each one is actually responsible for.
Markets the business confidentially, screens buyers for seriousness and financial capacity, and is paid by you under the listing agreement.
Regulated by Not licensed unless real property is included (RECO)Normalizes earnings, advises on structure and price allocation, and prepares the financial package a buyer will ask for.
Regulated by CPA OntarioGives an independent opinion of value where the price is contested, a family member is buying, or a lender needs one.
Regulated by CBV InstituteNegotiates price and structure, runs its own due diligence, and decides which employees and contracts it will take on.
Drafts and negotiates the purchase agreement, runs searches, and prepares the buyer's closing deliverables.
Regulated by Law Society of OntarioDecides whether to consent to the lease assignment, on what conditions, and whether to release you from the lease.
Reviews the letter of intent, manages the data room and disclosure, negotiates the agreement and runs your side of closing.
Regulated by Law Society of OntarioGuides to download
Free, by email, in seconds.
Free to download. Arrives by email in seconds.
Guide · PDFThe section 167 HST election on a business sale: what it does and how to file itFree to download. Arrives by email in seconds.
Guide · PDFThe letter of intent: what to include, what binds and what to leave for the agreementFree to download. Arrives by email in seconds.
Guide · PDFSelling Your Business in Ontario: A Step-by-Step RoadmapFree 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.
Guide · PDFEstate Planning for Ontario Business 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 you make 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.
Selling listed assets of the business rather than shares. You keep the corporation; most liabilities stay with you unless assumed by the buyer.
Selling the shares of the corporation that owns the business. The corporation, with all its contracts, history and liabilities, carries on under new ownership.
Your 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.