Closing is the moment conditions are satisfied, documents are released and money moves. On a well-run deal nothing happens that anyone did not expect. Deals go wrong for the same three reasons every time: a missing consent, an undischarged security registration, and money that cannot be confirmed.
Our charges include applicable taxes. Disbursements are extra and billed at cost — itemized upfront, in writing, never hidden.
From $3,388.87 taxes included
On most owner-operated Ontario transactions, signing and closing happen the same day. Everyone executes, funds are released, and the business changes hands. The two are split only where something has to happen first: a landlord's consent to an assignment or a change of control, a bank payout and discharge, a regulatory or licensing approval, a shareholder vote, or a competition filing.
If they are split, the agreement has to govern the gap. What the seller may and may not do with the business in the meantime. Whether the representations are repeated at closing. What each side's conditions are and who can waive them. A drop-dead date after which either party may walk. And a rule on who bears the risk if something material changes before closing.
Closing itself is almost always virtual now. Signature pages arrive by email as PDFs, held in escrow on trust conditions, and are released when everything is in place. Ontario's Electronic Commerce Act, 2000 gives electronic signatures legal effect for most commercial documents, so this is not a compromise. A handful of documents may still need originals or notarisation, and those get identified early rather than discovered on the day.
The closing agenda is a table listing every document, who prepares it, who signs it, and who receives it on closing. Circulated early and updated relentlessly, it is the single most useful document in the transaction, because it converts an abstract set of obligations into a checklist someone can work through.
For a share purchase the core list is predictable: the purchase agreement and disclosure schedules; directors' resolutions approving the transfer where the articles restrict it; the seller's share certificates endorsed for transfer, cancelled, and new certificates issued to the buyer; an updated securities register; resignations of the outgoing directors and officers with mutual releases; the corporate minute book and seal; and officer's certificates confirming the representations remain true and the conditions are met.
Then the things that come from outside and take the longest: landlord consents, bank payout statements and PPSA discharge authorisations, third-party consents under change-of-control clauses, licence transfers, clearance certificates, non-competition and employment agreements with the people staying, and evidence that anything the buyer required to be fixed has been fixed.
Prepare a funds flow statement that shows every dollar: the adjusted purchase price, amounts paid directly to the seller's lender for payout, amounts to escrow or holdback, transaction costs, and the net to the seller. Both lawyers should agree it before closing day. A signed direction as to funds authorises each payment out of the ordinary account and prevents later argument.
Documents and money are exchanged on trust conditions — each lawyer holds the other's deliverables in escrow and releases them only when the agreed events occur. That is a professional obligation, not a courtesy, and it is what makes a virtual closing safe. Set out the trust conditions in writing, and never release on a vague understanding.
Confirm wire instructions by telephone using a number obtained independently, not one taken from the email carrying the instructions. Payment fraud in Ontario closings almost always arrives as a last-minute change of banking details in a convincing email thread. Confirm the funds have actually landed before anything is released.
File the changes. Directors, officers and the registered office must be updated under the Corporations Information Act within 15 days of the change. The register of individuals with significant control kept under section 140.2 of the Business Corporations Act has to reflect the new ownership. The minute book needs the resolutions, the cancelled and reissued certificates and the updated registers filed in it, not sitting in an email folder.
Then the operational handover: bank signing authorities, CRA account access for HST and payroll, insurance rewritten in the new structure, notice to the landlord, notice to key customers and suppliers where the agreement requires it, and the post-closing working capital statement on the timetable the agreement sets. Diary the survival period and holdback release dates the day you close.
Yes, for commercial agreements of this kind. Ontario's Electronic Commerce Act, 2000 gives electronic documents and electronic signatures legal effect in most contexts, and closing by exchange of PDF signature pages on trust conditions is standard practice. A small number of documents still call for originals, and anything requiring a notarised or commissioned signature needs to be arranged separately. Identify those on the closing agenda well before the day.
You have three options and the agreement should say which are available. Waive the condition, if it is for your benefit and you are willing to take the risk. Adjourn to a later date, by agreement. Or terminate, if the drop-dead date has passed. Often the practical answer is a fourth: close with a holdback or an undertaking covering the missing item, such as a landlord consent still in transit or a discharge the bank has promised but not yet registered.
Either the buyer retains it, or it goes to a third party under an escrow agreement — usually one of the lawyers, holding in trust on written conditions. A seller should prefer escrow, because a holdback in the buyer's hands is only as reliable as the buyer's willingness to pay it out. The escrow agreement needs to say what releases the money, on what notice, what happens if a claim is made, and who decides a dispute.
Yes. Each should deliver a written resignation effective at closing, together with a mutual release between them and the corporation covering claims arising from their service. New directors and officers are appointed by resolution effective immediately after. Without proper resignations the departing individuals remain on the public record and, until the filings are made, remain exposed to obligations attaching to their office.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.