Buying or Selling a Business

Whether you're buying or selling a business, make sure the other party continues the negotiations by getting this USA No-Shop Agreement signed at the outset.

• This agreement can be used anywhere in the United States.
• The parties to the transaction agree that they will not consider other offers or approach other potential purchasers while the negotiations between them are ongoing.
• This free template can be used by business brokers and by buyers or sellers in non-brokered transactions.
• Available in MS Word format. Easy to download and use.

Give written notice that you are canceling an agreement you have with another party with this free Notice of Cancellation of Agreement form.

• The Notice should be served on all other parties to the Agreement.
• You should clearly state the reason(s) for cancellation and make reference to the applicable section of the Agreement.
• Typically an agreement can only be terminated for breach of contract or some other material reason.
• This is a generic legal form which can be used in most jurisdictions.

Write an offer to purchase the assets, inventory and supplies of an Ontario business with this downloadable template.

• Once accepted by the seller, the Offer to Purchase becomes a binding agreement of purchase and sale between the parties.
• The offer is conditional upon the purchaser receiving financing sufficient for the transaction.
• The purchaser will take over the lease on the business premises and assume certain liabilities.
• The purchaser is responsible for paying HST on the transaction.
• The purchaser will pay the value of current inventory and supplies on hand as of the closing date, valued at lower of cost and net realizable value, as determined by the parties after conducting a physical inventory.
• The parties will cooperate in obtaining any third party consents required to complete the transaction.
• The parties will jointly file an election under section 167 of the Excise Tax Act.
• Available in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

Have you decided to buy an established business in Ontario? You can write up your offer to purchase the assets and shares of the company with this downloadable template.

• The offer is for the assets (excluding cash on hand and receivables) and the shares, but not the debt obligations of the company.
• Upon being accepted, the offer automatically becomes a legally binding purchase and sale agreement.
• The buyer will not assume any of the business liabilities except for the premises lease, maintenance contracts and salaries of employees that will be kept on after the closing.
• The parties agree to review and make any adjustments to the purchase price six months after closing.
• It is the seller's responsibility to terminate employees, prepare financial statements, file the final income tax return and pay corporate taxes as of the closing date.
• This is a downloadable fully editable template in MS Word format.
• Intended for use in the Province of Ontario, Canada.

You can easily write an offer to buy the assets and property of a restaurant with this downloadable template Offer to Purchase for the Province of Ontario.

• The offer becomes a legally binding agreement of purchase and sale once it has been accepted by the seller.
• On closing, the buyer will pay the seller the value of liquor, food and beverages on hand, valued at either cost or net realizable value, whichever is lower.
• The buyer is not required to purchase inventory older than two months or inventory which is unsaleable or unusable.
• The buyer is responsible for remitting the GST applicable to the sale. The buyer will also pay retail sales tax on the purchased assets.
• The seller will give the buyer reasonable access to the premises, books and records of the business to enable the buyer to conduct its due diligence investigation.
• The agreement contains the standard representations and warranties of each party.
• The seller agrees not to carry on or be involved with a competing business within an agreed proximity to the restaurant, and will not solicit customers or employees from the business.
• The Offer to Purchase form is intended for use within the Province of Ontario, Canada.

Acquire the assets of an Ontario corporation with this Purchase Agreement for Assets of Operating Company.

• The seller (vendor) sells the assets of a company to the purchaser and the purchaser assumes the company's liabilities as part of the purchase price.
• The balance of the purchase price will be secured by a promissory note.
• The parties agree to file joint elections under sections 22 and 97(2) of the Income Tax Act (Canada) and as required under the Ontario Corporations Tax Act.
• The form includes a Section 116 Affidavit to be sworn by a corporate officer of the vendor, if applicable.
• The form also includes a Promissory Note.
• This is a fully editable legal template intended for use only in the Province of Ontario, Canada.

Transfer depreciable property as part of the sale of a business in Canada with this Property Transfer Agreement.

• The parties agree that the property is being transferred at fair market value.
• The purchaser agrees to issue shares in its capital stock to the seller and assume any outstanding encumbrances on the property as payment of the purchase price.
• The parties agree to make a joint Section 85(1) election under the Income Tax Act (Canada).
• The parties mutually indemnify each other with respect to the transfer.
• The agreement sets out the manner of arriving at an agreed amount for depreciable property subject to subsection 85(5.1) of the Act, and eligible capital property subject to subsection 248(1).
• The parties intend that the purchase price for the assets be an amount equal to the fair market value of the assets at the date of the agreement.
• This template is available in MS Word format, and is fully editable to fit your circumstances.
• This legal document is governed by Canadian tax laws.

Sell your business to an employee with this downloadable Agreement for Purchase of Business as Going Concern.

• The Agreement for Purchase of Business as Going Concern is a great succession planning tool if you have no family members able or willing to take over the business.
• The transaction will take place upon the winding up of current business operations by the present owner.
• The agreement terminates the employee's employment, and establishes an agency relationship between the employee as buyer and the owner as seller with respect to ongoing contracts and obligations of the business.
• The buyer, as agent for the seller, will pay the outstanding liabilities and will perform any required warranty or service work under existing contracts with clients.
• This is a generic legal contract template which does not contain references to the specific laws of any country or jurisdiction.

Set the terms for payment of royalties on intellectual property with this contract template for Canadian businesses.

• This agreement covers royalties accruing on intellectual property that was developed by the seller, which is being transferred to a purchaser as part of a transfer of business assets.
• The intellectual property will continue to be used by the purchaser in connection with the business operations, and royalties will continue to accrue.
• The purchaser agrees to pay the seller an ongoing royalty for a specified number of years following the closing of the purchase and sale transaction.
• The royalty will be calculated based on the customer base and non-exempted gross earnings of the business.
• This Royalty Agreement refers to the laws of Canada. It can be used in any Canadian province or territory. A French language version may be required in Quebec.

Thinking of selling your business? Maximize your return on investment with this expert guide to help you get the best possible deal.

• assembling an advisory team to help you sell the business,
• researching and analyzing the business opportunity you are selling,
• ensuring that your company's housekeeping is in order (financial, legal, tax, etc.),
• preparing an opportunity plan and a marketing plan,
• preparing and distributing disclosure documents,
• writing a letter of intent, deal memo or term sheet,
• due diligence and negotiating the legal agreements,
• closing arrangements.

You've spent years building your business and you want to get the best deal possible when you sell. Follow the procedures and rules in this guide.