Final tax filings and elections
An asset sale generates a final corporate tax return reflecting the sale and any section 167 election filed with the buyer's HST return; a share sale is reported on your personal return as a capital gain, with any lifetime capital gains exemption claimed there. If part of the price is a vendor take-back note or an earn-out, talk to your accountant about how each payment is taxed as it is received, since the timing can differ from when the sale closed.
Keep the purchase agreement, the closing statement and your accountant's calculations; the Canada Revenue Agency can ask questions years later.
The holdback and warranty period
Diarize the date any holdback is due for release and the date each warranty's survival period ends. If the buyer raises a claim, respond within whatever notice period the agreement sets and ask for details in writing before agreeing to any deduction; a disputed claim is usually held in escrow until it is resolved rather than released to either side. Keep your own file of what you disclosed during diligence, since an accurately disclosed fact generally defeats a claim based on it.
If a claim arrives, we review it against what you disclosed in diligence before you agree to any deduction.
Living with your non-competition and transition obligations
Your non-competition and non-solicitation covenants and any transition or training commitment continue to apply after closing exactly as written. If your circumstances change, for example a family member wants to start a related business, review the agreement's scope and geography before assuming an exception applies; a breach can expose you to damages even after you have been paid in full.
Winding down what is left, and your own affairs
If you kept the corporation after an asset sale, for example to hold the sale proceeds or an investment portfolio, its own tax filings, minute book and Ontario Business Registry filings continue until you dissolve it or otherwise deal with it. Update your will and powers of attorney once the business is no longer your main asset, since a will written around a business you no longer own may no longer reflect what you actually want.
Your steps
Who's involved
Files the final returns and elections and advises on the tax treatment of any deferred payments.
May raise a warranty claim within the survival period, or release the holdback if none is made.
Responds to any claim against the holdback and reviews your will and powers of attorney after the sale.
Helps plan what happens to the sale proceeds and reviews your coverage now the business is gone.
Documents you will need
Tools for this stage
Enter 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.
Guides to download
Questions people ask
When is the holdback released?
On the date the purchase agreement sets, often twelve to eighteen months after closing, less any amount properly claimed in the meantime. A disputed claim is usually held in escrow until the parties agree or a court decides, rather than released to either side.
Can the buyer still sue me years after closing?
Only within whatever survival period the agreement sets for each warranty, and subject to the Limitations Act, 2002's basic two-year limit from discovery for court claims. Fundamental warranties, such as title and tax, often survive longer than general ones.
Do I need to update my will after selling my business?
Almost always worth reviewing. If your will names the business, gives shares to specific people, or was built around business assets you no longer hold, it may no longer reflect what you want done with the sale proceeds.
What if I kept the corporation after an asset sale?
It still has to file tax returns and stay in good standing with the Ontario Business Registry until you dissolve it or use it for something else. Talk to your accountant about whether keeping it open still serves a purpose.
Is my non-competition covenant still enforceable years later?
For its stated duration, yes, if it was reasonable in scope when you agreed to it. A change in your own circumstances does not cancel it; review the actual wording before assuming a new venture falls outside it.
Also in this centre
Read more
Related centres
Other Learning Centres for the same transaction.
Sources
- Limitations Act, 2002, S.O. 2002, c. 24, Sched. B
- Income Tax Act, s. 110.6 (lifetime capital gains exemption)
- Ontario Business Registry
General information about Ontario law as of 5 September 2026, not legal advice. It does not create a lawyer–client relationship.
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