Corporate & Business Law · Ontario

Buying and Selling a Business in Ontario

Whether you are buying a business or selling the one you built, the agreement decides who carries the risk. Shaikh Law Firm advises buyers and sellers on structure, due diligence, and closing — with a fixed-fee strategy session before any commitment.

26+ yrs

international & Canadian experience

3

jurisdictions of call

45+

reported cases
The Transaction

Two parties, one agreement, and real money on the line

Buying and selling a business is not a templated transaction. There is no standard government form in Ontario, and the purchase agreement allocates significant legal and financial risk between buyer and seller. The right structure, sound due diligence, and a well-drafted agreement are what protect the value of the deal — on either side of the table.
Deal Structure

Asset purchase or share purchase?

The first decision in buying and selling a business is how the deal is structured. Each route carries different tax, liability, and consent implications. We advise you on the right fit before you sign anything.
Option A

Asset Purchase

  • Buyer acquires selected assets — equipment, inventory, goodwill, contracts.
  • Historical liabilities generally stay with the seller.
  • Often preferred by buyers for cleaner risk.
  • Requires consents to assign leases and key contracts.
Option B

Share Purchase

  • Buyer acquires the shares of the company itself.
  • The business continues with its existing contracts intact.
  • Liabilities transfer with the company — diligence matters more.
  • Often more tax-efficient for the seller.
What We Do

Acting for buyers and for sellers

If you are buying

  • Advising on asset vs. share structure and tax-aware deal terms
  • Drafting or reviewing the letter of intent and purchase agreement
  • Conducting legal due diligence on the target business
  • Negotiating reps, warranties, indemnities, and non-competition terms
  • Managing financing conditions and closing

If you are selling

  • Preparing your business for sale and organizing diligence materials
  • Structuring the sale to protect proceeds and limit ongoing exposure
  • Drafting or responding to the purchase agreement
  • Negotiating holdbacks, vendor financing, and post-closing obligations
  • Completing closing and transfer of ownership
How It Works

The path from offer to closing

01

Strategy Session

A fixed-fee session to assess the deal, choose a structure, and map the risks before you commit.
02

Letter of Intent

We set out price, structure, and key terms so both sides negotiate from the same page.
03

Due Diligence

Buyer-side review or seller-side preparation of contracts, leases, tax, employees, and liabilities.
04

Agreement & Closing

We finalize the purchase agreement, satisfy conditions, and complete the transfer of ownership.
Legal Fees

Transparent fees, quoted before we begin

Legal fees for buying and selling a business depend on the structure, the value, and the complexity of the deal. We start with a fixed-fee strategy session, then provide a written quote for the transaction — so you decide with the number in front of you.
Step One

Strategy Session

A fixed-fee session to review your deal, choose a structure, and identify the risks. Credited toward the transaction if you proceed.
Drafting / Review

Flat-Fee Quote

Drafting or reviewing an asset or share purchase agreement is quoted as a flat fee once the scope is clear.
Full Transaction

By the Deal

Straightforward transactions start in the low four figures per side. Complex deals — multiple parties, vendor financing, earn-outs — are scoped and quoted individually.
Fees vary with the facts of each matter; the figures above are general guidance, not a quote or a guarantee. You will receive a written quote before any work begins. HST and disbursements are additional.
Principal Lawyer

Ali Shaikh

A senior lawyer with international pedigree advising on the purchase and sale of businesses in Ontario — backed by decades of corporate and commercial experience across three jurisdictions.
  • Called to the BarEngland & Wales (Inner Temple), Manitoba (2013), Ontario (2016)
  • Experience26+ years of international and Canadian legal practice
  • RecognitionRanked in The Legal 500
  • Reported Cases45+ across corporate, constitutional, administrative, banking & finance, and IP
  • LegacyA three-generation legal legacy since 1973
Common Questions

Buying and selling a business: FAQ

It depends on tax position, liability exposure, and what is being acquired. In an asset purchase, the buyer acquires selected assets and generally leaves historical liabilities behind. In a share purchase, the buyer acquires the company itself — including its liabilities — often with tax advantages for the seller. We review both structures against your circumstances before you commit.
Fees depend on deal structure, value, and complexity. We begin with a fixed-fee strategy session, then provide a written quote for the transaction. Straightforward deals typically start in the low four figures per side; complex transactions involving multiple parties, vendor financing, or earn-outs cost more. You receive a quote before work begins.
Due diligence is the buyer’s investigation of the business before closing — corporate records, contracts, leases, employees, litigation, tax, and liabilities. It confirms what you are actually buying and surfaces risks that should be addressed in the purchase agreement or reflected in the price.
There is no set government form for a business purchase or sale in Ontario, and the agreement allocates significant legal and financial risk between the parties. A business lawyer drafts or reviews the agreement, conducts or responds to due diligence, and manages closing so your interests are protected.
Simple transactions can close in a few weeks. Most deals take longer once due diligence, financing, landlord consents, and third-party approvals are factored in. The timeline depends on the parties’ readiness and the complexity of the business.

Buying or selling a business in Ontario?

Start with a fixed-fee strategy session. We will assess your deal, recommend a structure, and give you a clear quote before any work begins.