Selling a business in Ontario: the questions owners ask.

Practically, yes. Even the simplest business sale involves a purchase agreement, representations and warranties, tax elections, employee obligations, and third-party consents. Mistakes in any of these follow you personally for years after closing — indemnity claims, tax reassessments, disputes over what was promised. A broker is optional; competent deal counsel isn't.

Yes — and most Canadian owners do, because there are only a few hundred business brokers in all of Ontario. If you already have a buyer (a competitor, employee, or family member), a fixed-fee lawyer-led process covers everything from the letter of intent to closing. See our sell without a broker service for how it works.

It's usually the biggest single negotiation in the deal. Sellers generally prefer share sales for tax reasons — including potential access to the lifetime capital gains exemption — while buyers generally prefer asset sales to avoid inheriting liabilities. The answer depends on your corporation, your tax position, and your negotiating leverage; work it through with your lawyer and accountant together before you sign anything, including a letter of intent.

It depends on the structure. A qualifying share sale may let you shelter a substantial gain under the lifetime capital gains exemption; a sale to an Employee Ownership Trust may qualify for an exemption of up to $10 million under the newer EOT rules (shared among sellers, and currently limited to qualifying sales in the 2024-2026 window); an asset sale is taxed inside the corporation first, with only partial relief when the money comes out to you. The spread between the best and worst structure can be enormous — get tax and legal advice before agreeing to a structure, not after.

In a share sale, employment generally continues uninterrupted because the employer corporation itself changes hands. In an asset sale of a non-union workplace, employees don't transfer automatically — the buyer decides whom to offer employment, and you may face termination obligations for anyone not taken on; for employees the buyer does hire, employment-standards law generally treats their service as continuous, which buyers price into the deal. Unionized workplaces are different again: the buyer generally inherits the collective agreement as a successor employer. Employee obligations are one of the most commonly underestimated costs in a sale — map them before you price the deal.

With a buyer in hand and a prepared business: commonly 60-120 days from letter of intent to closing. Finding a buyer can take a year or more, and unprepared businesses stall in due diligence. The single best way to shorten the timeline is to get the business ready before the process starts.

Use a strong NDA before sharing anything, release information in stages (financial summaries before customer names), and keep the circle small — often just you, your accountant, and your lawyer until late in the process. Confidentiality is most delicate when the buyer is a competitor, which is also the most common brokerless scenario.

Valuation is an accounting and market question more than a legal one — most small businesses trade on a multiple of normalized earnings, and the multiple varies by industry, size, and how dependent the business is on you. Our free estimator gives you a ballpark, and we're glad to point you to qualified valuators. What we add: the legal problems that cut valuations — messy records, contracts that can't be assigned, a business that leans too hard on the owner — can usually be fixed, and fixing them is often the highest-return work you can do before a sale.

A structure that lets you sell your business to your employees as a group, funded by the business's future earnings, with a capital gains exemption of up to $10 million for qualifying sales — shared among the sellers, and currently legislated only for sales in the 2024-2026 window, so timing matters. It's new, powerful, and particularly relevant where outside buyers are scarce. See our Employee Ownership Trusts page for the plain-language version.

Often, yes — and it's more common than most employees think. Management buyouts are typically financed with a mix of bank or BDC lending, the seller agreeing to be paid over time (a vendor take-back), and sometimes an earn-in over several years. We act for employee and management buyers as well as sellers — one side per deal, never both. See our page on buying the business you work for.

We work on fixed fees scoped in writing before we start — individual quotes for each sale, plus a flat-fee Sale-Readiness Review and a flat-fee EOT feasibility assessment. You'll know the number before you commit, and it won't change without your agreement to a change in scope.