A business sale price isn't one number for tax purposes — it's split across specific asset categories, and buyer and seller generally use the same split. Enter your numbers below for a starting worksheet.
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See how an asset sale is taxed differently from a share sale →.
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Buyer and seller usually want opposite things.
A buyer generally prefers more of the price allocated to depreciable assets — equipment, leasehold improvements — because those can be written off faster. A seller often prefers more allocated to goodwill, which is typically taxed more favourably as a capital gain. Because both sides are expected to report a consistent allocation on their own tax filings, the split is usually negotiated and then fixed in the purchase agreement, rather than left for each side to decide separately afterward.
Your accountant sets the numbers behind each category; the agreement records the final split both parties will file on.
A federal rule that can mean no HST changes hands at all.
Under section 167 of the federal Excise Tax Act — the GST/HST legislation — a buyer and seller can jointly elect to treat the sale as having no HST payable, where the buyer is acquiring all or substantially all of the property needed to carry on the business. Where the election applies, HST generally isn't charged on the transaction at all, rather than being charged and later recovered through input tax credits.
Whether your transaction qualifies turns on the "all or substantially all" test and the paperwork being filed correctly — confirm eligibility with your accountant and lawyer before assuming it applies.
Run your own number — any price and any mix of hard assets — in the calculator above; it uses the exact same math.
In practice, yes — tax authorities expect a consistent allocation on both sides' filings, so the split is negotiated and fixed in the purchase agreement rather than decided separately afterward.
No. Equipment and other depreciable assets are generally written off over time and can trigger recapture on sale; goodwill is typically treated as a capital gain, generally taxed more favourably — which is part of why buyer and seller often want different splits.
It's a federal Excise Tax Act election letting a buyer and seller treat a business sale as having no HST payable, where the buyer acquires all or substantially all of the property needed to run the business. It's separate from how the price is allocated between categories — ask your lawyer and accountant whether your transaction qualifies.
No — this worksheet splits a purchase price that's already been agreed between the parties; it doesn't estimate what a business is worth in the first place. A lawyer and accountant can help you get to an agreed price before this worksheet is useful.
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Book a 20-minute call with a business lawyer — $150, HST included, credited in full toward your file once payment is received.
This is a 20-minute call. We cover as much as we can and stop at twenty minutes. If more is needed, we will say what the next step is and what it would cost.
“Running a business for years made the decision to sell an emotional one, and the legal process itself was handled calmly and clearly.”
C.B. · Business seller · Toronto
Shared with permission. Initials changed to protect client privacy.
Read more reviews →These are estimates for planning. They are not legal advice and they do not create a solicitor-client relationship. Last reviewed 23 September 2026.