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

Closing an asset purchase deal in Ontario is a significant milestone that requires meticulous planning, legal expertise, and adherence to provincial regulations. Falcon Law PC, your trusted legal advisors, are here to guide you through the intricacies of this process, ensuring a seamless and legally compliant conclusion to your asset purchase transaction. In this comprehensive guide, we’ll walk you through each step, providing valuable insights to facilitate a successful closing and the realization of your business objectives.

Understanding the Asset Purchase Process

Legal Compliance

An asset purchase deal involves the transfer of specific assets from a seller to a buyer. Ensuring legal compliance throughout the process is essential to protect both parties and facilitate a smooth transition of assets.

Due Diligence

Thorough due diligence is a cornerstone of a successful asset purchase deal. It involves a comprehensive review of the assets, liabilities, contracts, and other critical aspects of the business being acquired. Falcon Law PC emphasizes the importance of conducting due diligence to uncover any potential issues or risks.

Step 1: Negotiate and Finalize the Purchase Agreement

Letter of Intent (LOI)

The negotiation process often begins with a Letter of Intent (LOI), outlining the key terms and conditions of the deal. Falcon Law PC provides guidance on drafting a comprehensive LOI that sets the stage for productive negotiations.

Purchase Agreement

Once terms are agreed upon, the parties move on to drafting the Purchase Agreement. Falcon Law PC assists in creating a legally sound document that encompasses the details of the asset purchase, including purchase price, payment terms, and any conditions precedent.

Step 2: Conduct Due Diligence

Financial Due Diligence

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

Legal Due Diligence

Review contracts, agreements, and legal obligations associated with the assets being purchased. Falcon Law PC assists in uncovering any legal challenges or liabilities that may affect the transaction.

Step 3: Obtain Necessary Approvals

Board Approval

If the seller is a corporation, obtain approval from its board of directors to proceed with the asset sale. Falcon Law PC provides guidance on the necessary steps to secure board approval.

Shareholder Approval

If required by the corporation’s bylaws or applicable laws, seek shareholder approval for the asset sale. Falcon Law PC ensures compliance with the legal requirements for obtaining shareholder consent.

Step 4: Prepare Closing Documents

Bill of Sale

Draft a Bill of Sale to formally transfer the identified assets from the seller to the buyer. Falcon Law PC assists in preparing a comprehensive Bill of Sale that accurately reflects the terms of the agreement.

Assignment and Assumption Agreement

For contracts and agreements associated with the assets, prepare an Assignment and Assumption Agreement. Falcon Law PC ensures that this document effectively transfers contractual obligations to the buyer.

Step 5: Address Closing Conditions

Conditions Precedent

Identify and address any conditions precedent specified in the 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 asset purchase. Falcon Law PC assists in navigating the regulatory landscape to secure approvals within the specified timeline.

Step 6: Closing Date

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 Bill of Sale and Assignment and Assumption Agreement. 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.

Release of Liens

If applicable, ensure the release of any liens or encumbrances on the assets being purchased. Falcon Law PC assists in obtaining clear title to the acquired assets.

Step 8: Post-Closing Obligations


Notify relevant parties, such as employees, customers, and vendors, about the successful completion of the asset 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 mitigated.

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

Seamless Technology Asset Acquisition

Falcon Law PC assisted a technology company in acquiring key assets seamlessly. Thorough due diligence and expert legal guidance ensured a successful closing without unexpected challenges.

Smooth Transition in Healthcare Sector

In the healthcare sector, Falcon Law PC facilitated the asset purchase 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 an asset 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 closing.


In conclusion, Falcon Law PC is not just a legal service; we are your partners in navigating the path to successful asset purchase closings. With expertise in corporate law, a commitment to regulatory compliance, and a dedication to seamless transactions, our team ensures that closing an asset 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 asset purchase closing in Ontario. Contact us today and take the first step toward achieving your business goals with confidence.

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