Buying or Selling an eCommerce Business in Canada: A Practical Legal Guide

Buying or selling an eCommerce business can look deceptively simple.

There may be no storefront, commercial lease or large inventory warehouse. The business might appear to consist primarily of a Shopify store, Amazon listings, a domain name, social-media accounts and relationships with suppliers.

But online businesses can create their own transaction risks.

The most valuable assets may be digital. Revenue may depend heavily on a platform the seller does not control. Customer databases contain personal information. Suppliers may be located overseas. Payment processors can hold reserves or process chargebacks. Intellectual property may have been created by contractors who never formally assigned it. And transferring operational control of an online business can require considerably more than signing an asset purchase agreement.

I’m Raz Toor, the founder of Falcon Law PC. We advise buyers and sellers of businesses across Canada, including eCommerce stores, online platforms, subscription businesses and digital-media businesses.

The legal objective is not simply to document the purchase price. It is to make sure the buyer actually receives the business they believe they are buying and that the seller understands which liabilities and obligations continue after closing.

What Is an eCommerce Business?

For transaction purposes, I use the term broadly.

An eCommerce or online business might include:

• a Shopify or WooCommerce store;
• an Amazon or marketplace-based business;
• a dropshipping business;
• a direct-to-consumer brand;
• a subscription business;
• a digital-product business;
• a paid membership platform;
• a mobile application;
• a SaaS business;
• an online marketplace;
• a YouTube or digital-media business;
• a newsletter or content business;
• an affiliate-marketing business; or
• a business operating through several of these channels.

Each model creates different due-diligence and closing requirements.

Why Buying an Online Business Is Different

In a traditional business acquisition, the buyer may acquire equipment, inventory, vehicles, a commercial lease and customer contracts.

An online business may instead derive much of its value from:

• domain names;
• website content;
• software;
• source code;
• customer accounts;
• email lists;
• search-engine rankings;
• social-media accounts;
• marketplace listings;
• reviews;
• advertising accounts;
• payment-processing relationships;
• supplier relationships;
• trademarks;
• copyrights;
• subscription revenue;
• data;
• content libraries; and
• goodwill attached to a brand or audience.

The purchase agreement and due diligence need to reflect those assets specifically.

First Question: Asset Purchase or Share Purchase?

Most business acquisitions begin with this structural question.

In an asset purchase, the buyer purchases selected assets of the business from the company or individual that owns them.

In a share purchase, the buyer purchases the shares of the corporation that already owns and operates the business.

The distinction can have significant consequences for liabilities, taxes, contracts and closing mechanics.

For a broader comparison, see our guide on asset purchases vs. share purchases in Ontario.

Why Asset Purchases Are Common in Online Business Transactions

Buyers of online businesses frequently prefer asset transactions because they can specify which assets they are acquiring and which liabilities they are not assuming.

For example, the buyer might purchase:

• the brand;
• domain;
• website;
• inventory;
• customer-facing content;
• intellectual property;
• social-media accounts where transferable;
• business records;
• supplier rights;
• certain customer contracts;
• software and systems;
• goodwill; and
• other specifically identified assets.

The seller may retain liabilities arising before closing unless the agreement specifically provides otherwise.

That does not mean an asset purchase automatically eliminates every historical risk. Certain liabilities can follow assets by statute or otherwise, and the purchase agreement should expressly address assumed and excluded liabilities.

When a Share Purchase May Make More Sense

A share transaction can be attractive where continuity of the operating entity is particularly valuable.

For example, the corporation may hold:

• important contracts;
• licences;
• platform relationships;
• merchant accounts;
• supplier agreements;
• software licences;
• employees;
• intellectual property; or
• other rights that are difficult to assign individually.

The buyer acquires the corporation itself, however, which generally means acquiring its historical liabilities as well.

That makes due diligence and seller representations especially important.

Do Not Assume a Platform Account Can Simply Be Transferred

This is one of the biggest practical issues in online-business transactions.

A seller might say:

“The Amazon account comes with the business.”

or:

“I’ll just give you my Shopify login after closing.”

That is not enough.

The buyer should determine how ownership or control can actually be transitioned under the relevant platform’s rules and technical architecture.

Depending on the platform, the parties may need to address:

• account ownership;
• administrator permissions;
• primary-owner status;
• merchant verification;
• banking information;
• tax information;
• identity verification;
• payment accounts;
• two-factor authentication;
• recovery emails;
• recovery phone numbers;
• transfer restrictions;
• platform consent;
• change-of-control requirements; and
• new account setup where direct transfer is not possible.

The Business May Depend on a Platform the Seller Does Not Own

A buyer may be purchasing a business that generates most of its revenue through a third-party marketplace.

That creates platform concentration risk.

The buyer should understand:

• whether the account is currently in good standing;
• whether there have been previous suspensions;
• whether products have been delisted;
• whether there are unresolved policy warnings;
• whether payments have been withheld;
• whether the account has received intellectual-property complaints;
• whether there are pending compliance reviews;
• whether reviews or traffic are authentic; and
• whether the transaction itself affects the platform relationship.

A profitable online business can lose substantial value if the principal revenue-generating account is suspended immediately after closing.

Verify Revenue Rather Than Relying Only on Screenshots

Revenue verification is particularly important in digital acquisitions.

The buyer may be shown dashboards displaying:

• gross sales;
• website traffic;
• advertising revenue;
• conversion rates;
• subscription revenue;
• marketplace revenue;
• affiliate commissions; or
• social-media analytics.

Those metrics should be reconciled against the actual financial records.

The buyer’s accounting diligence may include bank deposits, merchant-processor statements, tax returns, financial statements, advertising spend, refunds, chargebacks, platform fees and other costs required to generate the reported revenue.

A business producing $2 million in gross online sales can be considerably less attractive if it spends $1.4 million acquiring those customers.

Understand the Quality of Revenue

Not all revenue is equally valuable.

A buyer should distinguish between:

• organic and paid traffic;
• one-time and recurring customers;
• subscription and transaction revenue;
• stable and highly seasonal sales;
• high-margin and low-margin products;
• revenue dependent on one influencer or advertising channel;
• revenue dependent on one product;
• revenue from repeat customers; and
• revenue that may disappear when the founder leaves.

These issues can affect valuation, purchase-price structure and post-closing protections.

Advertising Accounts Can Be Critical Assets

Some online businesses depend heavily on paid customer acquisition.

Due diligence should therefore consider:

• advertising platforms used;
• historical advertising spend;
• customer-acquisition cost;
• return on advertising spend;
• account restrictions;
• policy violations;
• ownership of creatives;
• tracking pixels;
• analytics accounts; and
• whether the buyer can continue using the existing advertising infrastructure.

Confirm Ownership of the Domain

A domain can be one of the most important assets of an online business.

The buyer should confirm:

• who the registered owner is;
• which registrar controls the domain;
• whether it is subject to any security interest;
• whether the seller has the credentials required to transfer it;
• the renewal date;
• associated email infrastructure; and
• whether other related domains should also be transferred.

The purchase agreement should specifically list the domains being acquired.

Intellectual Property Due Diligence Is Essential

Online businesses often depend heavily on copyright and trademarks.

A buyer should determine who owns:

• the business name;
• logos;
• product photography;
• website copy;
• videos;
• advertisements;
• software;
• source code;
• product designs;
• packaging;
• course content;
• templates;
• music;
• graphics; and
• other creative assets.

Paying a Contractor Does Not Necessarily Solve the IP Question

The seller may have hired designers, photographers, developers, video editors or marketing agencies over several years.

The buyer should review whether appropriate intellectual-property assignments were obtained.

Otherwise, the seller may be promising to transfer an asset that it does not fully own.

Where gaps are identified, the seller may need to obtain assignments, releases or confirmations before closing.

Trademark Ownership Should Match the Business

Where the business relies on a registered or unregistered brand, the buyer should confirm:

• who owns the trademark;
• whether applications or registrations exist;
• whether any opposition or dispute exists;
• whether the mark is licensed from another person; and
• whether the transfer documents properly assign it.

Supplier Relationships Can Determine Whether the Business Survives Closing

An online store may look like a technology business but depend almost entirely on physical suppliers.

The buyer should investigate:

• key suppliers;
• manufacturers;
• minimum order requirements;
• pricing;
• exclusivity;
• payment terms;
• shipping arrangements;
• quality-control obligations;
• territory restrictions;
• termination rights;
• change-of-control provisions;
• assignment restrictions; and
• whether supplier relationships depend personally on the seller.

Dropshipping Businesses Require Additional Diligence

A dropshipping business may hold little inventory itself.

Its value may instead depend on contractual and operational relationships with manufacturers and suppliers.

The buyer should understand:

• who legally sells the product to the customer;
• who sets pricing;
• who collects payment;
• who bears the risk of loss;
• who handles damaged products;
• who pays shipping;
• who handles customs;
• who processes returns;
• who bears chargebacks;
• who provides warranties; and
• what happens if the supplier relationship ends.

Inventory Needs to Be Counted and Valued Separately

Where physical inventory is included, the parties should determine how it is valued at closing.

Issues may include:

• cost versus retail value;
• aged inventory;
• obsolete inventory;
• damaged products;
• returns;
• inventory held by fulfillment centres;
• inventory in transit;
• inventory owned by suppliers; and
• inventory subject to liens.

Fulfillment Arrangements Need to Be Reviewed

A business may use:

• its own warehouse;
• third-party logistics providers;
• marketplace fulfillment;
• dropshipping suppliers; or
• a combination of these models.

The buyer should determine whether those relationships will continue after closing and whether customer orders can be fulfilled during the transition.

Customer Deposits, Gift Cards and Unfulfilled Orders Matter

Closing should address money already collected for obligations that remain to be performed.

Examples include:

• unfulfilled customer orders;
• pre-orders;
• subscriptions paid in advance;
• store credits;
• gift cards;
• returns in progress;
• refund requests;
• warranty obligations; and
• chargebacks.

The purchase agreement should establish who is responsible for satisfying those obligations and how they affect the purchase price.

Payment Processors Require Attention

An online business may depend on one or more payment providers.

The buyer should understand:

• which entity owns the merchant account;
• reserve balances;
• chargeback history;
• payment holds;
• rolling reserves;
• fraud history;
• payout schedules;
• currency arrangements; and
• whether a new merchant account will be required after closing.

Money earned before closing but received afterward also needs to be allocated properly between buyer and seller.

Subscription Businesses Require Special Closing Adjustments

Recurring-revenue businesses create their own issues.

If customers have prepaid for annual subscriptions, the buyer may assume months of future service obligations even though the seller already received the cash.

The parties may therefore need to address deferred revenue and the cost of satisfying post-closing customer obligations.

The buyer should also review churn, cancellation rates, refunds, trial conversions and whether recurring-payment authorizations can lawfully and technically continue after closing.

Customer Data Cannot Simply Be Treated Like Inventory

An eCommerce acquisition may involve transferring:

• customer names;
• email addresses;
• purchase histories;
• shipping addresses;
• account information;
• support records;
• newsletter lists;
• analytics information; and
• other personal information.

Privacy obligations continue to matter during a business transaction.

Under Canada’s federal private-sector privacy legislation, parties to a prospective business transaction can in certain circumstances use and disclose necessary personal information without individual consent if statutory conditions are met, including appropriate agreements restricting how the information can be used and requiring suitable safeguards.

If the transaction closes, additional requirements apply to the ongoing use and disclosure of that information.

The buyer should therefore understand what information the business actually holds, why it was collected and whether the buyer can lawfully continue using it for the same purposes after closing.

For more detail, see our guide on privacy policies and Canadian privacy compliance.

Marketing Lists Require Separate Attention

A database containing 100,000 email addresses may look like a valuable asset.

But its value depends partly on how those addresses were collected and how they can lawfully be used.

The buyer should investigate:

• how users joined the list;
• what marketing consents were obtained;
• unsubscribe practices;
• historical complaints;
• list-purchase practices;
• affiliate sources;
• the seller’s email marketing practices; and
• whether the buyer can continue the same marketing activities after closing.

Review the Website Terms and Customer Policies

The buyer should review the business’s customer-facing legal framework, including:

• Terms and Conditions;
• Privacy Policy;
• refund policy;
• shipping policy;
• subscription terms;
• warranty terms;
• marketplace terms;
• seller or vendor terms; and
• other customer commitments.

Those documents can reveal liabilities that are not obvious from the financial statements.

Marketplace Businesses Are More Complicated Than Ordinary Stores

If the business operates a marketplace rather than selling its own products, the buyer should understand the legal relationship among:

• the platform;
• vendors or sellers;
• customers;
• payment processors;
• shipping providers; and
• other service providers.

Important questions include:

• Who is actually the seller to the customer?
• Who sets the retail price?
• Who collects customer funds?
• When are vendors paid?
• Who absorbs refunds and chargebacks?
• Who is responsible for product quality?
• Who handles customs and import issues?
• What commission does the platform earn?
• Can vendors leave the marketplace freely?
• Who owns customer relationships?

Those operational arrangements can materially affect the value and risk of the business.

Check Intellectual-Property Complaints and Platform Disputes

The seller should disclose current and historical issues such as:

• copyright complaints;
• trademark complaints;
• takedown requests;
• counterfeit allegations;
• marketplace disputes;
• product-compliance issues;
• account suspensions;
• advertising-account restrictions; and
• settlement agreements.

A resolved complaint may still be relevant if similar products or content remain part of the business.

Employees and Contractors Should Be Reviewed

Online businesses can have lean teams, but that does not make workforce diligence less important.

The buyer should determine who performs critical functions such as:

• customer service;
• website development;
• advertising;
• social-media management;
• content production;
• product design;
• supplier management;
• fulfillment;
• bookkeeping; and
• technical administration.

The buyer should also confirm whether these individuals are employees or contractors and whether appropriate confidentiality and intellectual-property provisions exist.

Check Whether the Founder Is the Business

Some online businesses depend heavily on the founder’s personal involvement.

This is especially common with:

• creator businesses;
• consulting businesses;
• digital courses;
• newsletters;
• influencer brands;
• social-media channels; and
• businesses where the founder maintains key supplier relationships.

If the founder leaves immediately after closing, the buyer may discover that much of the goodwill left with them.

The purchase agreement may therefore include transition services, training, introductions and reasonable restrictive covenants where appropriate.

Transition Services Can Be Critical

The seller may need to assist after closing with:

• platform transfers;
• supplier introductions;
• advertising accounts;
• customer-service processes;
• technical systems;
• vendor relationships;
• password and access migration;
• inventory and fulfillment;
• employee or contractor handover; and
• operational training.

Those obligations should be defined rather than relying on a general promise that the seller will “help with the transition.”

Restrictive Covenants May Protect the Business Being Purchased

A buyer paying for goodwill does not want the seller to immediately create an identical competing business and solicit the same customers.

Business-sale agreements can therefore contain appropriately drafted:

• non-competition provisions;
• non-solicitation provisions;
• confidentiality provisions;
• non-interference provisions; and
• restrictions on using transferred intellectual property.

The scope should reflect the legitimate interests being protected and the nature of the business.

Representations and Warranties Matter

The buyer cannot independently verify every historical fact.

The purchase agreement therefore commonly contains seller representations concerning matters such as:

• ownership of assets;
• authority to sell;
• financial information;
• taxes;
• contracts;
• intellectual property;
• customer data;
• privacy;
• platform standing;
• litigation;
• employees and contractors;
• supplier arrangements;
• inventory;
• liens;
• refunds and chargebacks;
• regulatory compliance; and
• absence of undisclosed liabilities.

Representations Are Not a Substitute for Due Diligence

A buyer should not ignore an obvious problem merely because the seller agreed to provide a warranty.

The better approach is usually to investigate material risks before closing and use representations, indemnities and holdbacks to address matters that cannot be completely eliminated.

When a Holdback or Escrow Makes Sense

Digital-business transactions can involve closing steps that cannot all occur simultaneously.

For example, the seller may need to:

• transfer primary account control;
• move a domain;
• remove administrator access;
• transition a monetization account;
• obtain third-party consent;
• deliver source files;
• complete inventory reconciliation; or
• continue assisting for a defined transition period.

A portion of the purchase price can sometimes be held back or placed into escrow until defined conditions are satisfied.

Earn-Outs Can Bridge a Valuation Gap

A seller may value the business based on future growth while the buyer is concerned that revenue will decline after closing.

An earn-out can make part of the purchase price dependent on future performance.

If an earn-out is used, the agreement should define:

• the performance metric;
• measurement period;
• accounting methodology;
• access to records;
• how refunds and chargebacks are treated;
• advertising expenses;
• related-party transactions;
• buyer operating discretion;
• dispute procedures; and
• payment timing.

“Seller receives another $100,000 if the business performs well” is not sufficient drafting.

Seller Financing Creates a Second Transaction

If part of the purchase price is paid through a promissory note, the seller becomes a lender to the buyer.

The parties may need to address:

• interest;
• repayment schedule;
• maturity;
• security;
• personal guarantees;
• subordination to bank financing;
• events of default;
• acceleration; and
• set-off against indemnity claims.

GST/HST Should Be Addressed Before Closing

Asset purchases can have GST/HST consequences.

In appropriate circumstances, a buyer and seller acquiring and selling all or substantially all of the property necessary to carry on a business may be able to make the joint election under section 167 of the federal Excise Tax Act so that GST/HST is not payable on qualifying supplies under the transaction.

The parties should confirm eligibility with their accountants rather than assuming the election applies automatically.

Share purchases are generally treated differently for GST/HST purposes.

Tax Allocation Matters in an Asset Purchase

The purchase agreement may allocate the purchase price among different categories of assets, such as:

• inventory;
• equipment;
• intellectual property;
• goodwill;
• other intangible assets; and
• restrictive covenants where applicable.

Buyer and seller may have different tax preferences regarding that allocation.

The legal agreement should therefore be coordinated with the parties’ accountants.

What Searches Should a Buyer Consider?

Depending on the transaction, legal due diligence may include:

• corporate profile searches;
• PPSA searches;
• litigation searches;
• execution or writ searches;
• bankruptcy or insolvency searches;
• trademark searches;
• domain and IP ownership review;
• corporate minute-book review;
• contract and consent review; and
• other searches relevant to the particular business.

Online due diligence also requires reviewing information that cannot be found through a traditional public search, including platform dashboards, merchant accounts, advertising accounts, analytics and access credentials.

What Should Be in the Letter of Intent?

Before spending substantial money on due diligence and purchase documents, buyers and sellers commonly sign a Letter of Intent.

The LOI may address:

• purchase price;
• asset or share structure;
• deposit;
• seller financing;
• earn-outs;
• inventory treatment;
• due-diligence period;
• exclusivity;
• confidentiality;
• transition assistance;
• expected closing date;
• non-competition concepts; and
• major conditions to closing.

The LOI should also identify which provisions are intended to be legally binding and which remain subject to negotiation of definitive agreements.

What Documents Might Be Required at Closing?

An eCommerce business transaction may involve:

• Asset Purchase Agreement or Share Purchase Agreement;
• bill of sale;
• IP assignments;
• domain-transfer documentation;
• contract assignments;
• assignment and assumption agreements;
• seller and principal releases;
• corporate resolutions;
• share transfers;
• promissory notes;
• security agreements;
• escrow instructions;
• transition-services agreements;
• restrictive covenants;
• closing certificates;
• GST/HST election documents where appropriate;
• access-transfer confirmations; and
• other documents specific to the online business.

Closing an Online Business Is Often an Operational Event

A traditional closing can sometimes be completed primarily by exchanging documents and funds.

A digital-business closing can also require a live operational checklist.

The parties may need to coordinate:

• password resets;
• primary-owner changes;
• two-factor authentication;
• domain transfers;
• cloud-storage access;
• advertising accounts;
• banking changes;
• payment processors;
• analytics;
• merchant credentials;
• social-media administrators;
• supplier notifications;
• email accounts; and
• removal of the seller’s retained access.

The closing checklist should identify who is responsible for each item and when it must occur.

What We Have Been Working On in 2026

One of our more interesting 2026 transactions involved the purchase of an established digital-media business built around a major online video channel.

We acted for the buyer on an asset purchase.

The transaction required considerably more than a conventional bill of sale.

Our work included due diligence and purchase-agreement protections relating to channel ownership, platform-account access, monetization status, intellectual-property ownership, contractor and contributor rights, social-media and operational accounts, escrow and holdback mechanics, post-closing support, restrictive covenants and the seller principal’s continuing obligations.

A particularly important part of the closing involved the platform-transfer process.

The purchase documentation coordinated the buyer obtaining operational control, transition of monetization arrangements, removal of seller access and release of purchase funds once specified digital-transfer conditions had been satisfied.

That transaction reinforced an important point: the legal closing of an online business and the technical transfer of the online business need to be designed together.

Our 2026 online-business work has also included advising on the structure of an international curated marketplace where customers would purchase through the platform while independent artisans fulfilled the underlying products.

That work required close attention to the payment flow, platform commissions, vendor settlements, pricing, shipping, customs, returns, damaged goods, chargebacks and the legal relationship between the marketplace, vendor and customer.

Those are exactly the types of operational arrangements a buyer should understand before purchasing an established marketplace or dropshipping business.

The examples above have been anonymized and certain details have been generalized to protect client confidentiality.

Preparing an eCommerce Business for Sale

Sellers can make a transaction substantially easier by preparing before the business is listed.

I would generally want the seller to review:

• corporate records;
• share ownership;
• domain registrations;
• trademark ownership;
• contractor IP assignments;
• supplier agreements;
• platform accounts;
• advertising accounts;
• payment processors;
• privacy documents;
• customer terms;
• employee and contractor agreements;
• financial records;
• tax filings;
• liens;
• litigation;
• platform complaints;
• refund and chargeback history;
• inventory;
• customer obligations; and
• account access and recovery credentials.

A buyer will likely ask for much of this information anyway.

Do Not Wait Until Due Diligence to Fix Ownership Problems

A seller may discover shortly before closing that:

• a developer owns the source code;
• the trademark is registered personally rather than to the corporation;
• the primary domain is owned by a former business partner;
• the Amazon account is linked to an unrelated entity;
• a former employee remains the account administrator;
• important supplier agreements are verbal;
• the corporate minute book is incomplete; or
• historical tax or privacy issues have never been addressed.

These issues are easier to address before a buyer is waiting to close.

Buyer Due-Diligence Checklist

• Confirm the exact seller and ownership structure.
• Decide between an asset and share purchase.
• Review corporate records.
• Verify financial statements and revenue.
• Understand customer-acquisition costs.
• Review refunds and chargebacks.
• Confirm platform standing.
• Review historical suspensions and warnings.
• Confirm domain ownership.
• Confirm trademark and copyright ownership.
• Review contractor IP assignments.
• Review supplier agreements.
• Review fulfillment arrangements.
• Inspect inventory.
• Review merchant and payment accounts.
• Review advertising accounts.
• Review customer Terms and Privacy Policy.
• Assess customer-data transfer.
• Review marketing-consent practices.
• Identify prepaid customer obligations.
• Review subscriptions and deferred revenue.
• Review employee and contractor arrangements.
• Conduct corporate, lien and litigation searches.
• Identify required third-party consents.
• Establish the technical account-transfer process.
• Negotiate representations and indemnities.
• Consider holdbacks or escrow.
• Define transition assistance.
• Coordinate tax review with the buyer’s accountant.

Seller Preparation Checklist

• Bring the corporate minute book up to date.
• Confirm ownership of every key digital asset.
• Organize financial statements and tax records.
• Organize supplier and fulfillment contracts.
• Document employee and contractor relationships.
• Obtain missing IP assignments.
• Confirm domain ownership and access.
• Review trademark registrations.
• Identify platform transfer requirements.
• Prepare a list of all business accounts.
• Document outstanding disputes.
• Disclose historical platform issues.
• Identify customer deposits and unfulfilled orders.
• Identify gift cards and credits.
• Review customer-data and privacy practices.
• Identify liens and financing.
• Prepare inventory records.
• Decide what assets will be excluded from the sale.
• Determine how much transition support will be provided.
• Coordinate tax planning before signing the final agreement.

How Long Does an eCommerce Business Acquisition Take?

There is no reliable universal timeline.

A small transaction involving a clean asset sale, organized records and straightforward account transfers may move quickly.

A more complicated acquisition may take considerably longer because of financing, tax planning, corporate cleanup, intellectual-property issues, due diligence, third-party consents or platform-transfer requirements.

I would generally avoid choosing an artificial closing date before understanding what needs to happen operationally.

How Falcon Law PC Can Help

Falcon Law PC acts for buyers and sellers of online and traditional businesses across Ontario and Canada.

Our work can include:

• Letters of Intent;
• transaction structuring;
• asset and share purchase agreements;
• legal due diligence;
• corporate searches;
• PPSA and lien review;
• contract review;
• digital-asset due diligence;
• intellectual-property assignments;
• platform-transfer planning;
• escrow and holdback provisions;
• vendor take-back financing;
• promissory notes;
• transition agreements;
• restrictive covenants;
• corporate approvals;
• closing documentation; and
• post-closing corporate matters.

For broader transaction assistance, see our Business Purchase & Sale legal services.

For online-business contracts, platform terms and privacy matters, see our E-Commerce & Online Business legal services.

An online business may not have a storefront, but it can still involve a significant collection of contracts, intellectual property, customer relationships, data and operational systems.

The transaction should be structured around what actually creates the value of that business and what the buyer needs in order to operate it successfully the day after closing.

This article is intended for general informational purposes only and does not constitute legal, tax, accounting, privacy, regulatory or financial advice. The appropriate transaction structure and due diligence depend on the particular business, assets, liabilities, platforms and jurisdictions involved.