Are you buying a business in Ontario? Use this template to prepare an Offer to Purchase the assets and shares (but not the debt) of the business, except for cash on hand and accounts receivable.

Upon written acceptance of the Offer by the seller, it constitutes a binding agreement of purchase and sale between the parties. Other provisions of the Offer to Purchase include:

• The buyer will not assume the liabilities or obligations of the business except for the premises lease, maintenance contracts and salaries of employees being re-hired by the buyer after closing.


• All pre-closing debts are to be paid by the seller.


• The parties agree to review and make any adjustments to the purchase price six months after closing.


• The buyer will lease the business premises from the seller.


• The seller will terminate all employees, prepare financial statements, file income tax returns and pay corporate taxes to the date of closing.

This Ontario Offer to Purchase Assets and Shares but Not Debt is available as a downloadable Microsoft Word file which is fully editable to fit your particular circumstances.