A step-by-step closing checklist for a Manitoba business sale covering PPSA discharges, tax clearances, filings, lease consent and employees.
⚖️ This is general information, not legal advice. It can't account for your specific situation. Use it to get oriented, then confirm the details with a lawyer who practises in Manitoba.
This checklist is for buyers and sellers closing the sale of a Manitoba business. It puts the Manitoba-specific searches, clearances and filings in a practical order so that nothing is left until the last minute. Work through it with your lawyer and accountant. Not every item applies to every deal: an asset sale, a share sale and the sale of a sole proprietorship or partnership business each trigger different steps. Your purchase agreement sets many of the details, and the rules below are general explanations, not advice on your particular transaction.
Confirm what is actually being sold
Almost everything on closing day depends on structure. In a share sale, the company stays the same and the owner of its shares changes. In an asset sale, the buyer takes specific assets, and the seller keeps the company and its history. A sole proprietorship or partnership business is usually sold as assets.
A sale of shares or partnership interests is not a bulk sale, and neither is selling assets from a location where the business keeps operating in Manitoba, so no Bulk Sale Clearance Certificate is required in those cases. Confirm the structure in writing before you start the lists below.
Searches to complete before closing day
- Order a Personal Property Registry search against the seller and any business names it uses. A printed PDF search result costs $16.30 in 2026.
- List every secured party that appears and note which assets each registration covers.
- Check that the target corporation's annual returns are current, because a corporation is dissolved if returns are not filed for two consecutive years.
- Review the lease, supplier contracts and licences for assignment or change-of-control clauses.
- Ask the seller for tax account information so any outstanding amounts are known before closing.
Discharging security interests under the PPSA
A buyer who purchases goods from a seller selling in the ordinary course of business generally takes them free of the seller's security interest, even if it is perfected and the buyer knows of it. A buyer of business assets outside the ordinary course, such as equipment, should have the secured-party registrations discharged or obtain the lender's release at closing.
Timing matters. If a debtor transfers collateral with the secured party's consent, the security interest becomes unperfected unless the secured party registers a notice in the prescribed form within 15 days of consent. Without consent, it becomes unperfected 15 days after the secured party learns of the transfer unless it registers a notice in that time.
If a lender is slow to release a registration, a person may make a written demand, delivered personally or by registered mail, that the secured party discharge it. A secured party that fails without reasonable excuse to deliver the discharge within 10 days of receiving the demand must pay $100 to the person who made the demand, plus any resulting damages. Registering a discharge statement carries no fee.
Bulk sale clearance and Retail Sales Tax
- Decide whether the deal is a bulk sale: the sale of business assets, including a barter or exchange, in connection with the seller ceasing to carry on business in Manitoba.
- If it is, the seller must obtain a Bulk Sale Clearance Certificate and give the buyer a duplicate.
- Buyers: do not close without the copy. A buyer who fails to obtain it can be held liable for the seller's tax debts with the Taxation Division up to the date of the Bulk Sale, but a buyer who has a copy cannot be held liable even if debts are found later.
- The certificate has no fee and is not issued while taxes are outstanding.
- The application asks for a breakdown of the purchase price by asset. If the sale agreement does not give one, both seller and purchaser must sign a Business Assets Declaration before the certificate is issued.
- Buyers: the seller does not collect Retail Sales Tax because it is ceasing business in Manitoba. You pay RST on taxable assets such as machinery, equipment and mobile equipment, and file a Casual Purchaser's Return.
- Diarize payment for the 20th day of the month following the month of the Bulk Sale. Late payments attract a 10% late filing penalty plus interest.
Allocating the price between assets
The price allocation drives both the clearance application and the tax. Real property, such as land, buildings, permanent fences and parking lots, and intangibles such as goodwill are generally not subject to RST on a bulk sale. Resale inventory and accounts receivable are also generally treated as non-taxable, which affects how the closing statement allocates the price. Agree the allocation with your accountant before it goes into the agreement, and keep it consistent across every document.
GST/HST and the business sale election
- Ask your accountant whether a joint election under Excise Tax Act s. 167(1) is available. It requires the purchaser to acquire all or substantially all of the property reasonably necessary to carry on the business.
- CRA says that generally means 90% or more of the property needed to carry on the business.
- The election is not available if the seller is a GST/HST registrant and the buyer is not.
- It is also not available if the seller is selling only one or more assets rather than a business or part of a business.
- Even with a valid election, GST/HST still applies to a taxable service the seller will render, to a taxable lease, licence or similar supply of property, and to a taxable sale of real property where the buyer is not a registrant.
- A registrant buyer files the election on CRA form GST44, or through File an election in CRA My Business Account, by the day its GST/HST return is due for the first reporting period in which tax would otherwise have become payable, or a later day the Minister allows on application.
Non-resident sellers
If the seller is not a resident of Canada, tell your lawyer early. A purchaser that acquires taxable Canadian property from a non-resident is liable to pay 25% of the amount by which its cost exceeds the amount in the seller's certificate, if any, and must remit within 30 days after the end of the month of acquisition, unless an exception applies. The provision excludes depreciable property and excluded property, and it relieves the purchaser where, after reasonable inquiry, it concludes the seller is resident in a treaty country. Whether it applies to your deal is a question for a lawyer or accountant.
Lease assignment and landlord consent
- Read the assignment clause in the commercial lease and request the landlord's written consent well before closing.
- Where a lease has a covenant against assignment, it is subject to an implied proviso that the landlord's consent cannot be unreasonably withheld, unless the lease expressly provides otherwise.
- If the landlord refuses or neglects to consent, the tenant, assignee or sub-tenant can apply to a judge to determine whether consent is unreasonably withheld.
- Residential tenancies are governed by The Residential Tenancies Act, not this commercial rule.
- Obtain the signed assignment and consent as closing deliveries, along with any estoppel or similar confirmation the buyer wants.
Employees and Workers Compensation Board
When all or part of a business is sold, leased, transferred or otherwise disposed of so that another person gains control, direction or management, an employee's employment is treated as continuous and uninterrupted, so service carries over to the buyer for the minimum standards. That deemed continuity applies only for Divisions 2 to 5, 9 and 10 of Part 2 of The Employment Standards Code, not as a general rule for every employment entitlement. Termination notice, vacation pay and contract terms should be addressed in the agreement and confirmed with a lawyer.
Contact the Workers Compensation Board before closing to ask about clearance and about the buyer's account, and keep whatever confirmation it issues with the closing documents. Whether a buyer can be responsible for a seller's WCB balance depends on the facts, so confirm it with the board and your lawyer.
The closing statement and adjustments
The closing statement turns the agreed price into the actual amount paid. Typical items include an inventory count, prepaid rent, utilities, wages, vacation pay and property tax. These adjustments are set by your purchase agreement rather than by a fixed rule, so follow its wording.
The closing statement and adjustments: checklist
- Count inventory together on or just before closing and attach the signed count.
- Separate resale inventory from equipment, since they are treated differently for RST.
- Calculate prepaid and accrued items to the closing date and show each line with its supporting invoice.
- Show the price allocation by asset, matching the Bulk Sale Clearance application where one is required.
- Show holdbacks or amounts paid directly to lenders for discharges.
- Have both sides sign the final statement.
Filings and housekeeping after closing
- Share sale: file a Change of Director/Officer Information with the Manitoba Companies Office within 15 days of a director's appointment or resignation; there is no filing fee.
- Corporation: if the registered office address changes, file within 15 days, with no filing fee.
- Sole proprietor or partnership name: use a Change of Registrants ($60 regular) only if the registration stays a partnership and at least one existing partner remains.
- Otherwise, the existing registrant files a dissolution and the new registrant files a new registration, each at $60.
- A change to a registered name requires a notice to be filed within 30 days.
- Seller with employees: close the payroll account, contact the tax services office to close the GST/HST account, and consider whether to cancel the business number.
- Report a change of ownership of a sole proprietorship, partner or corporate director to CRA.
- Federal and extra-provincial corporations file differently, so confirm with your lawyer.
What it costs with us
Buying or selling a business with us in Manitoba is from $3,358.88, GST + RST included. Government and other third-party fees are extra. Start a File or call 1-844-900-1070. See our pricing.
This is not legal advice
This guide is general information, not legal advice. Reading it does not create a lawyer-client relationship. Manitoba laws and government programs change, and how the law applies depends on your specific facts. For advice about your situation, speak with a lawyer who practises in Manitoba. Reach us at 1-844-900-1070 or start a file online.