A Comprehensive Step-by-Step Guide for Closing a Share Purchase Deal in Ontario with Falcon Law PC

Closing a share purchase deal in Ontario is a multifaceted process that demands strategic planning, legal expertise, and meticulous attention to detail. Falcon Law PC, your trusted legal advisors, are here to guide you through each intricate step, ensuring a seamless and legally compliant conclusion to your share purchase transaction. In this exhaustive guide, we’ll delve into the nuances of closing a share purchase deal, providing valuable insights to facilitate a successful closing and the realization of your business objectives.

Understanding the Share Purchase Process

Legal Compliance

A share purchase deal involves the acquisition of shares in a corporation, entailing the transfer of ownership and control. Ensuring legal compliance throughout the process is paramount to protect the interests of both parties and facilitate a smooth transition of shares.

Due Diligence

Thorough due diligence is the cornerstone of a successful share purchase deal. It encompasses an in-depth examination of the target company’s financial, operational, and legal aspects. Falcon Law PC emphasizes the significance of conducting due diligence to unearth any potential issues or risks associated with the shares being acquired.

Step 1: Negotiate and Finalize the Share Purchase Agreement

Letter of Intent (LOI)

Negotiations often commence with a Letter of Intent (LOI), outlining the essential terms and conditions of the deal. Falcon Law PC provides guidance on drafting a comprehensive LOI that sets the foundation for constructive negotiations.

Share Purchase Agreement

Once terms are agreed upon, the parties proceed to draft the Share Purchase Agreement. Falcon Law PC assists in creating a robust document that encapsulates the details of the share purchase, including the purchase price, payment terms, representations, warranties, and any conditions precedent.

Step 2: Conduct Comprehensive Due Diligence

Financial Due Diligence

Scrutinize the financial records of the target company to ensure accuracy and transparency. Falcon Law PC guides you in conducting a meticulous financial due diligence process, identifying any financial discrepancies or issues that may impact the deal.

Legal Due Diligence

Examine contracts, agreements, and legal obligations associated with the target company’s shares. Falcon Law PC assists in uncovering any legal challenges or liabilities that may affect the transaction, providing a comprehensive legal due diligence report.

Step 3: Obtain Necessary Approvals

Board Approval

Secure approval from the board of directors of the target company for the share sale. Falcon Law PC provides guidance on the procedural steps required to obtain board approval.

Shareholder Approval

In certain cases, shareholder approval may be necessary. Falcon Law PC ensures compliance with the legal requirements for obtaining shareholder consent, facilitating the necessary meetings or written resolutions.

Step 4: Draft Closing Documents

Share Purchase Agreement

Review and finalize the Share Purchase Agreement, ensuring that it accurately reflects the negotiated terms and conditions. Falcon Law PC guides you through any necessary revisions to the agreement.

Disclosure Schedules

Prepare disclosure schedules that accompany the Share Purchase Agreement, outlining specific details related to the target company’s operations and potential risks. Falcon Law PC assists in crafting comprehensive disclosure schedules.

Step 5: Address Closing Conditions

Conditions Precedent

Identify and address any conditions precedent specified in the Share Purchase Agreement. Falcon Law PC guides you through the process of fulfilling these conditions to ensure a smooth closing.

Regulatory Approvals

Obtain any necessary regulatory approvals required for the share purchase. Falcon Law PC assists in navigating the regulatory landscape to secure approvals within the specified timeline.

Step 6: Closing Date Preparation

Coordinate with Stakeholders

Coordinate with all relevant stakeholders, including the buyer, seller, legal advisors, and financial institutions, to ensure a seamless closing process. Falcon Law PC emphasizes the importance of effective communication and coordination.

Execute Closing Documents

On the closing date, execute the necessary documents, including the Share Purchase Agreement and disclosure schedules. Falcon Law PC ensures that all parties fulfill their respective obligations to complete the transaction.

Step 7: Transfer of Consideration


Facilitate the transfer of the purchase price from the buyer to the seller. Falcon Law PC guides you through the secure and legally compliant transfer of funds, ensuring a smooth financial transaction.

Transfer of Shares

Effectively transfer the shares from the seller to the buyer. Falcon Law PC ensures that all required steps are taken to update the share register and legally complete the transfer.

Step 8: Post-Closing Obligations


Notify relevant parties, such as employees, customers, and vendors, about the successful completion of the share purchase. Falcon Law PC provides guidance on crafting appropriate communications.

Record Keeping

Maintain detailed records of the closing documents, approvals, and any post-closing obligations. Falcon Law PC emphasizes the importance of organized record-keeping for future reference.

Step 9: Seek Legal Review and Compliance Assurance

Legal Expertise

Before initiating the closing process, seek legal review from Falcon Law PC. Our team ensures that all documents are legally sound, compliance is maintained, and potential risks are identified and addressed.

Ongoing Compliance

Stay informed about any post-closing obligations or filings required to maintain compliance with provincial regulations. Falcon Law PC provides ongoing support to ensure continued legal adherence.

Success Stories with Falcon Law PC

Successful Acquisition in the Technology Sector

Falcon Law PC assisted a technology company in acquiring shares successfully. Thorough due diligence and expert legal guidance ensured a smooth closing without unexpected challenges.

Seamless Transition in Healthcare Share Sale

In the healthcare sector, Falcon Law PC facilitated the share sale of a medical practice. Effective coordination and compliance with regulatory requirements led to a smooth transition for both parties.

Contact Falcon Law PC Today

Ready to navigate the complexities of closing a share purchase deal in Ontario? Contact Falcon Law PC at 1-877-892-7778 or email us at info@falconlawyers.ca. Our team is ready to provide the legal support and guidance you need to ensure a successful and legally compliant share purchase closing.


In conclusion, Falcon Law PC is not just a legal service; we are your partners in navigating the path to successful share purchase closings. With expertise in corporate law, a commitment to regulatory compliance, and a dedication to seamless transactions, our team ensures that closing a share purchase deal becomes a strategic and hassle-free process for your business.

Choose Falcon Law PC as your legal advisors, and let’s celebrate the success of your share purchase closing in Ontario. Contact us today and take the first step toward achieving your business goals with confidence.

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