Buying or selling a small business in Ontario is a major legal and financial transaction. Whether you’re acquiring your first company or exiting a business you’ve built over years, the structure of the deal, the documents you sign, and the risks you assume can have long-lasting consequences.
Falcon Law PC acts for buyers and sellers of small and mid-sized businesses across Ontario, including transactions involving:
- Restaurants and cafes
- Businesses that own or lease real estate
- Cannabis companies
- E-commerce and online businesses
- Professional corporations and regulated practices
- Medical businesses and clinics
- Salons, spas, and personal services businesses
- Retail, distribution, and service companies
If you are specifically buying or selling an online or digital business, you may also find this helpful:
https://falconlawyers.ca/lawyer-to-buy-or-sell-ecommerce-businesses/
For a broader overview of what type of lawyer is involved in these deals, see:
https://falconlawyers.ca/what-kind-of-lawyer-do-i-need-in-ontario-to-buy-a-business/
Buying vs. selling a business: why legal structure matters
At a high level, most business transactions in Ontario are structured as either:
- A share purchase (you buy or sell the shares of the corporation), or
- An asset purchase (you buy or sell specific assets of the business)
The choice between a share purchase and an asset purchase affects:
- Taxes and HST/GST issues
- Which liabilities transfer (known and unknown)
- Contracts, leases, licenses, and permits
- Employee and contractor arrangements
- Ongoing legal and regulatory exposure
For example, buying a restaurant, a cannabis company, or a medical clinic often raises very different regulatory and licensing issues than buying a salon, spa, or e-commerce business. The legal structure of the deal needs to reflect those realities.
Types of businesses we regularly handle
Restaurants and hospitality businesses
These deals often involve:
- Leases or owned real estate
- Equipment and inventory transfers
- Liquor and municipal licensing issues
- Franchise or brand-related agreements (where applicable)
- Employee transitions
Businesses with real estate
Some transactions involve:
- A business plus the purchase of real property
- A long-term commercial lease and landlord consents
- Environmental, zoning, and use compliance
- Separate but coordinated closing of business and real estate components
Cannabis companies
Cannabis transactions require extra care due to:
- Federal and provincial regulatory regimes
- Licensing and compliance approvals
- Restrictions on ownership changes and control
- Disclosure obligations and regulator notifications
Professional corporations and medical businesses
This includes:
- Medical, dental, and other regulated clinics
- Professional corporations subject to college rules
- Restrictions on who can own or control shares
- Special structuring for goodwill, patient records, and ongoing operations
Salons, spas, and personal services businesses
These often involve:
- Lease assignments and landlord approvals
- Equipment and brand transfers
- Staff and independent contractor arrangements
- Location-based goodwill and customer lists
The deal process: from letter of intent to closing
A typical business purchase or sale may include:
- Letter of Intent (LOI) or Term Sheet
Sets out the main business terms and deal structure. - Due Diligence
Reviewing corporate records, contracts, leases, financials, litigation risk, regulatory compliance, and more. - Definitive Agreement
Usually a Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA), plus schedules and disclosure. - Conditions and Approvals
These may include landlord consents, regulatory approvals, lender approvals, or third-party consents. - Closing and Post-Closing
Transfer of funds, shares or assets, releases, transitional services, and post-closing adjustments.
Key legal risks we help manage
- Hidden or undisclosed liabilities
- Poorly drafted representations and warranties
- Inadequate indemnities or holdbacks
- Problems with leases, licenses, or permits
- Regulatory non-compliance (especially in cannabis and medical businesses)
- Tax and HST/GST exposure
- Employee and contractor claims
Corporate and transactional support
These deals sit at the intersection of corporate law and commercial transactions. You can learn more about our broader work here:
- Corporate Law: https://falconlawyers.ca/corporate-law/
- Corporate Transactions: https://falconlawyers.ca/corporate-transactions/
Why work with Falcon Law PC?
We regularly act for:
- First-time buyers
- Owner-operators and entrepreneurs
- Professionals buying or selling practices
- Growing businesses acquiring competitors
- Founders exiting their businesses
Our role is to protect your legal position, structure the deal properly, manage risk, and keep the transaction moving efficiently from negotiation to closing.
Buying or selling a small business in Ontario? Talk to a lawyer first.
If you’re considering buying or selling a restaurant, cannabis company, medical clinic, professional corporation, salon, spa, or any other small business in Ontario, getting legal advice early can save you from expensive mistakes later.
Falcon Law PC
Phone: 1-877-892-7778
Email: info@falconlawyers.ca