Contracts and consents
Customer, supplier, franchise and lease agreements may restrict assignment or require consent when ownership changes.
BUSINESS LAW · ONTARIO
Buying or Selling a Business in Ontario
Understand the deal before you commit to it.
Legal Route helps Ontario business buyers and sellers review proposed terms, negotiate agreements and address the legal work through closing. Explore the decisions that matter, then contact us about your transaction.
Office in Brampton · Serving the GTA and Ontario · Virtual appointments where appropriate
FOR BUYERS
Know what you are taking on
Buying an established business may give you customers, assets and a place to operate, but the documents determine what you actually receive and which obligations you may assume. A buyer may need to understand the financial and operational information provided, the condition of key contracts and whether the proposed transaction fits their plans.
We can review an offer or letter of intent, coordinate legal due diligence, negotiate the purchase agreement and address closing documents. Tell us if the business relies on a lease, a franchise arrangement, licences, important suppliers or employees. These can affect the proposed terms and the work required before closing.
Ask about buying a business →FOR SELLERS
Understand what continues after closing
The sale price matters, but so do payment timing, holdbacks, representations, transition assistance and any limits on what you can do after the sale. A seller should understand what the proposed documents require before accepting terms that may be difficult to change later.
We help sellers review offers and letters of intent, negotiate sale documents, consider required approvals and consents, and coordinate the legal closing. Personal guarantees, commercial leases, employee matters and outstanding financing may require attention. The buyer's promise to assume a payment does not necessarily release a seller from an obligation to a third party.
Ask about selling a business →Considering an offer? Read our guide to legal issues when selling a business.
THE PROPOSED DEAL
Asset sale or share sale?
In an asset transaction, the agreement identifies the assets being purchased and the obligations the buyer agrees to assume. In a share transaction, the buyer acquires shares in the corporation, and the corporation continues to own its assets and owe its obligations. The legal, tax and practical consequences depend on the business and the proposed terms.
We can explain the legal documents and work with your accountant and other advisers on the structure being considered. Do not assume one structure is always better, or that a label on an offer settles the question.
For more background, read our guide to asset and share purchases.
BEYOND THE PURCHASE PRICE
Issues that can change the transaction
People and transition
Employment terms, workforce liabilities and the seller's proposed transition role may need to be reflected in the deal.
Payment and security
Financing conditions, deferred payments, guarantees, adjustments and holdbacks affect when money changes hands and who carries risk.
Information and approvals
Due diligence, privacy obligations, licences and corporate approvals can affect what must be reviewed and who must agree.
The right review depends on the business, its documents and where you are in negotiations. We will discuss the scope of legal work before you proceed.
WORK WITH LEGAL ROUTE
Work with Vinay Thapliyal
Vinay Thapliyal is Legal Route’s Founder and Principal Lawyer, licensed to practise law in Ontario. Legal services described on this page are provided by lawyers licensed to practise law in Ontario.
Learn about Vinay’s background and approach before arranging a consultation about your business purchase or sale.
Meet Vinay Thapliyal →GETTING STARTED
Tell us where you are in the deal
You can contact us before an offer is signed or after discussions have begun. For your initial inquiry, please share:
- Whether you are buying or selling a business.
- The business name and names of the other parties.
- Where you are in discussions and whether an offer or letter of intent exists.
- Any offer expiry, signing deadline or proposed closing date.
Wait for our secure document-sharing instructions before sending confidential documents.
We will check whether we can assist, discuss the appropriate consultation, and explain the proposed work and fees. A consultation or engagement only proceeds once the arrangements are confirmed.
Have an offer or a deadline?
Early legal review can help you understand the commitments being proposed while terms may still be open for discussion.
Contact Legal RouteONTARIO-WIDE ACCESS
Business transaction advice across Ontario
Legal Route has an office in Brampton and serves business clients throughout the GTA, including Toronto, Mississauga, Vaughan, Markham, Oakville, Burlington, Pickering and Oshawa. Clients in Hamilton, Kitchener-Waterloo, Guelph, London, Barrie, Ottawa and other Ontario communities can ask about virtual appointments.
Identification, document signing and closing arrangements depend on the transaction. We will explain the steps that apply to your matter. Explore where we serve and appointment options.
COMMON QUESTIONS
Frequently asked questions
Should I contact a lawyer before signing a letter of intent?
It is useful to have proposed terms reviewed while they can still be discussed. A document's title alone does not determine whether some provisions are binding. The wording and circumstances matter.
Can Legal Route assist with just one part of a transaction?
Contact us with the document and the work you need. We can discuss whether a focused review is appropriate and confirm its scope and fee before proceeding.
Do I need an accountant as well as a lawyer?
Business transactions can involve tax and financial questions alongside legal documents. We can coordinate with your accountant or other advisers within the agreed scope of our work.
Can we meet virtually?
Virtual appointments are available where appropriate for Ontario matters. We will explain any identification, signing or in-person requirements that apply to your transaction.
What will the legal work cost?
Fees depend on the transaction, the documents and negotiations involved, and the agreed scope of work. We confirm any consultation fee before booking and explain the proposed fees, taxes and anticipated expenses before you retain us. Contact us with a brief description of your transaction to discuss the appropriate next step.
Discuss your proposed business purchase or sale
Tell us whether you are buying or selling, where you are in discussions and any important deadline. We will confirm whether we can assist and explain the next step.
Legal Route Professional Corporation · 2074 Steeles Avenue East, Unit 17, Brampton, ON L6T 5A5
This page provides general information, not legal or tax advice for a particular transaction. An inquiry does not establish a lawyer-client relationship or confirm that we have accepted your matter or a deadline.