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exemption of up to $10 million under the newer EOT rules (shared among sellers; originally time-limited, but Parliament repealed the 2026 sunset in June 2026, so it is now permanent); an asset sale is taxed inside the corporation first, with only partial relief when the money comes out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; the original 2026 expiry was repealed in June 2026, so the measure is now permanent. 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.