Selling a Business · Brokerless Sales

How to sell your business without a broker.

When the buyer is already at the table, selling comes down to the legal work: getting the deal structured, papered, and closed without nasty surprises down the road. That's what this covers, on a fixed fee.

Yes — you can sell your own business in Ontario without a broker. Most Canadian owners do: there are only a few hundred practicing business brokers in Ontario for over 400,000 businesses. What you can't safely skip is the legal work. If you already have a buyer, we take the deal from handshake to closing for a fixed fee.

Brokerless sales usually start one of three ways: a competitor approaches you, a key employee or management team wants to buy, or a family member is taking over. Each has its own risks — confidentiality with a competitor, financing with an employee, fairness and tax with family. What they share is the paperwork. Get the agreements right and they protect you for years; get them wrong and you will be dealing with it long after the cheque clears.

What we handle, end to end.

  • Confidentiality first. An NDA that actually protects you before a competitor sees your numbers.
  • Letter of intent. Price, structure, conditions, exclusivity — negotiated before you're locked in, because everything after follows from it.
  • Share vs. asset structure. Often the biggest after-tax number in the deal, worked through with your accountant.
  • Due diligence management. We run the data room and keep the buyer's lawyers from re-trading the deal.
  • Purchase and sale agreement. Reps, warranties, indemnities, holdbacks — the pages that decide who bears which risk.
  • Vendor financing & earn-outs. If you're helping fund the purchase, security that means you actually get paid.
  • Employees, leases, and consents. The third parties who can derail a closing if they are missed.
  • Closing and after. Funds flow, filings, non-competes, and your transition obligations.
Selling to a key employee or your management team? This is one of the most common brokerless sales — and one with its own trap: if your employee buys through their own corporation, special tax rules (section 84.1) can turn your capital gain into a dividend and cost you the capital gains exemption. It's avoidable with the right structure, but only if it's caught before the deal is papered. We handle these regularly, including the vendor financing that usually makes them work. Your employee can read buying the business you work for — they'll need their own lawyer, and we'll say which side we're on before anyone engages us.

Flat fees, quoted for your deal.

Every sale is different, so we quote each one individually rather than offering set packages. After a short call to understand your deal, you'll get a single flat fee for the work — agreed in writing before anything starts, with no hourly meter. Whether it's a straightforward asset sale or a multi-entity deal with vendor financing, you'll know the number before you commit.

Legal information, not legal advice. The content of this page is general legal information and does not create a lawyer–client relationship. Every transaction is different — speak with a lawyer about your situation before acting. Fixed fees are confirmed at engagement, after a scope confirmation, and are exclusive of HST and disbursements.

Common questions.

Can I legally sell my business without a broker in Ontario?

Yes. There is no requirement to use a business broker to sell your own business in Ontario. Brokers add value when you need to find a buyer confidentially, but if you already have a buyer, the essential work — structuring, documenting, and closing the deal safely — is legal work.

What's the difference between a share sale and an asset sale?

In a share sale, the buyer purchases your corporation itself — shares, history, contracts and all — and sellers often prefer it for tax reasons, including potential access to the lifetime capital gains exemption. In an asset sale, the buyer purchases specific assets out of the corporation and leaves the rest behind, which buyers often prefer. Which structure wins is usually the single biggest negotiation in a small business sale, and it can change your after-tax proceeds dramatically.

How long does it take to sell a business to a buyer I already have?

With a motivated buyer and a prepared business, a typical timeline is 60 to 120 days from letter of intent to closing: a few weeks negotiating the LOI, four to eight weeks of due diligence and definitive agreements, then closing mechanics. Unprepared businesses take far longer — which is why we push preparation first.

Let's Talk

Have a buyer at the table?

Buyer interest doesn't last forever. Get the letter of intent right and the rest of the deal follows. Book a call and we'll tell you what your deal needs, and what it doesn't.

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