Buying or Selling a Business

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.

This free article will guide you through the issues to consider if the sale of your business has an earn-out component or a deferred payment (seller financing) option, including:

• how much money the buyer should put in,
• negotiating an interest rate,
• securing the unpaid balance of the purchase price,
• considering rights of setoff,
• determining a reasonable payout timetable, and the consequences for missing a milestone,
• determining how profits will be used,
• planning for unforeseen events (death, disability, default).

Download a copy of Selling Your Business - Structuring Earnouts and Deferred Payment Plans to help you with your exit strategy.

Learn how to successfully negotiate a fair price for selling your business with this 20-page expert guide which examines the issues you need to consider, including:

• the difference between fair market value and negotiated purchase price,
• the pros and cons of selling shares vs. selling assets,
• various methods of valuing your business,
• recasting the company financial statements,
• negotiating the value of goodwill,
• normalized sustainable future earnings,
• assessing the buyer's risk,
• techniques for bridging the gap between price and value assessments.

Selling Your Business: Successfully Negotiating Price is a comprehensive how-to guide written by an Ontario lawyer with years of experience helping business owner-managers with their exit strategies.

Sell of the shares of an Australian corporation to a purchaser under the terms of this Share Purchase Agreement which includes State-specific trade restraint clauses.

• If required by the purchaser, the parties will jointly conduct a stocktaking of the business before completion of the transaction.
• Any disputes with respect to the stocktaking will be referred to an expert valuer.
• The vendor is liable to pay the amount of any loss arising from a reduction in the value of the company's assets, an increase in the liabilities, or any breach of the vendor's warranties.
• There is no liability in respect of trade debts which are paid in full on or before completion, or within 12 months after they become due.
• The vendor agrees to encourage the company's clients to use the company's goods and services, and must provide assistance in relation to the ongoing business of the company.
• Both parties are bound by ongoing confidentiality provisions which will survive the closing.
• Available as a downloadable MS Word document.
• Intended to be used only within Australia.