Insights · October 2026 · Funding & Financing

Ontario government funding agreements: the grant is the easy part. The agreement is what you keep.

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An Ontario business grant or loan arrives through a funding agreement, and the agreement outlasts the money. Ontario's published terms for its Regional Development Program show what most of these agreements contain: pro rata clawbacks if you miss your job or investment targets by the project completion date, events of default that include closing any Ontario facility, annual reporting and a third-party auditor's certificate at your expense, proof of at least $2 million of insurance before any money flows, a performance payment of usually 20% or more held back until the project is done, and possibly a guarantee or security. Read it before you plan the project around the cheque — and well before you plan to sell the business.

The application is where owners spend their effort: the business case, the budget, the jobs you will create. The province's answer comes as an approval letter and a contract, and the contract is usually signed in a hurry because the project is already behind. That gets the order wrong: the application is a pitch, while the funding agreement is a set of promises with a repayment formula attached, and it binds the company for years after the money is spent.

With several Ontario programs open this fall — the Eastern and Southwestern Ontario Development Funds take applications from November 3, 2026 to January 21, 2027, and the tariff-relief programs were widened in August and September — this is a good time to know what you will be asked to sign.

What Ontario publishes about its funding agreements

Ontario is unusually candid about this. The Regional Development Program guidelines set out the key terms of the business funding agreements for the Eastern and Southwestern Ontario Development Funds, and the Advanced Manufacturing and Innovation Competitiveness stream publishes a similar list. The province also says the terms are subject to change, so the agreement you receive is the one that counts.

TermWhat the published terms sayWhat to check in your agreement
Job and investment targetsGrants are clawed back pro rata if targets are not met by the Project Completion Date; for loans, the forgivable portion shrinksHow "job" is counted (full-time equivalents? at one date or averaged?) and whether the target survives a downturn
Events of defaultInclude closure of any Ontario facility and failure to maintain the agreed employment footprintWhether consolidating two locations counts as a closure; what cure period you get
PaymentsAn initial payment of up to 20% at Ontario's discretion; for grants, a performance payment of usually 20% or more after completionYour cash flow without the final 20%, and what triggers its release
Reporting and auditAnnual financial statements and project status reports; possibly a third-party auditor's certificate at the recipient's expenseThe audit cost in your budget; record-keeping for eligible costs and payroll
SecurityA guarantee or security in a form acceptable to Ontario may be requiredWho gives the guarantee (the parent? you personally?) and how it ranks against your bank
Conditions before money flowsProof of insurance of at least $2 million and confirmed sources of project financingWhether your bank financing is actually committed, not just discussed

The terms that cause the trouble

The employment footprint. Job-creation targets get the attention, but the covenant that bites most often is the promise to maintain employment. A recipient that grows on schedule and then, three years later, restructures or automates can find itself in default on a project that was a success. The fix is in the drafting: a measurement method that reflects how your business actually hires, and a clear statement of what happens if the economy, not the company, misses the number.

Facility closure. "Closure of any Ontario facility" is broad. An owner who moves two leased units into one building, or closes a satellite warehouse, should know before signing whether that is a default.

Security and your lender. If Ontario asks for a general security agreement or a guarantee, your bank's loan agreement probably restricts both. A negative pledge in the credit agreement can make the province's security a default under the bank loan. Get the lender's consent first, and agree on priority in writing.

Selling the business. The published terms do not address a change of control, which is a reason to read the agreement, not a reason to relax. A buyer's lawyer will ask about every government agreement in due diligence, and an unexpired clawback is either a price reduction or a condition of closing. If a sale is possible in the next five years, negotiate how the agreement is assigned or released now, while the province wants the project to proceed. The selling a business hub covers the rest of what buyers look for.

Stacking. Programs have rules about combining provincial money. The Southwestern Ontario Development Fund cannot be stacked with other provincial programs. The Protect Ontario Financing Program allows federal stacking but limits combining with other provincial programs to projects that were already approved. A business that applies to two programs for the same costs can lose both.

The programs open now

The full list of federal and provincial programs is in the government funding directory, and the programs that have quietly closed are in Canadian funding programs that no longer exist. If tariffs are what sent you looking for money, the contracts side is covered in tariffs and supply contracts.

What a funding-agreement review covers

I review government funding and loan agreements on a fixed fee: the targets and how they are measured, the default triggers, the security and its effect on your bank, the reporting load, and what happens on a sale or reorganization. Where a term can be negotiated — and measurement methods and consent provisions often can — I tell you which ones and draft the ask. Where it cannot, you sign knowing the cost.

New intakes and program changes are tracked each month in Money for Business.

The province is generous with the money. It is precise about getting it back.

Common questions

Do Ontario business grants have to be repaid?

Not if you meet the agreement's commitments. Ontario's published terms for its Regional Development Program provide for pro rata clawbacks of grants if job or investment targets are not met by the Project Completion Date, and for reduced forgiveness on loans. Defaults, such as closing an Ontario facility, can also require repayment.

What is an event of default in an Ontario funding agreement?

Ontario's published key terms list closure of any Ontario facility and failure to maintain the agreed employment footprint as events of default. The actual agreement will contain a fuller list, usually including insolvency, misrepresentation and breach of reporting obligations.

Will I have to give a personal guarantee for an Ontario government loan?

Possibly. Ontario says a guarantee or security in a form acceptable to the province may be required depending on the support provided. Check who is asked to give it, and whether your bank's loan agreement allows it.

Can I combine provincial funding programs?

Often not. The Southwestern Ontario Development Fund cannot be stacked with other provincial programs. The Protect Ontario Financing Program allows federal stacking and limits provincial stacking to previously approved active projects. Each program's guidelines set its own rule.

When is the next Eastern or Southwestern Ontario Development Fund intake?

The application period runs from November 3, 2026 to January 21, 2027.

What happens to a funding agreement if I sell my business?

It depends on the agreement. Ontario's published key terms do not address a change of control, so the specific agreement governs. A buyer will review it in due diligence, and unmet commitments or consent requirements can affect the price or the closing.

How much of an Ontario grant is held back?

For grants under the Regional Development Program, Ontario usually holds a performance payment of 20% or more until the project is complete. It may also make an initial payment of up to 20% at its discretion.

Should a lawyer review a government funding agreement?

If the agreement includes job targets, security, a guarantee, or restrictions that could affect a future sale or financing, a review before signing is inexpensive compared with a clawback. Some terms, such as measurement methods and consent provisions, can be negotiated.

KS
Written by Koby Smutylo

Koby is a business lawyer and the principal of Smutylo Law+ in Ottawa. Called to the Bar of Ontario in 2001, he has over two decades of experience in corporate, commercial, securities, and technology law, acting for business owners across Canada and for U.S. companies operating in Canada. He is also a trained mediator. More about Koby →

Legal information, not legal advice. For advice on your own situation, book a free 20-minute call.
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