Introduction: When it comes to acquiring a restaurant in Ontario, prospective buyers have two primary options: a share purchase or an asset purchase. Each method has its own advantages and considerations that potential buyers should carefully evaluate before making a decision. In this blog post, we will discuss the differences between share purchase and asset purchase, highlighting key legal considerations for acquiring a restaurant in Ontario.
Share Purchase: In a share purchase, the buyer purchases the shares of the company that owns the restaurant. This means that the buyer becomes the new owner of the company and assumes all its assets, liabilities, and obligations. Here are some key points to consider with a share purchase:
- Continuity of the Business: Since the ownership of the company is transferred, the business can continue operating seamlessly without the need for significant changes in contracts, permits, licenses, and supplier agreements.
- Legal Liabilities: The buyer inherits both the company’s assets and liabilities, including any existing legal issues, such as lawsuits, employment disputes, or outstanding taxes. Proper due diligence is essential to identify and assess potential risks before proceeding with a share purchase.
- Tax Implications: Share purchases generally involve less immediate tax consequences for the buyer, as the cost is allocated to the shares themselves rather than the underlying assets. However, it is important to consult with a tax professional to fully understand the tax implications based on your specific circumstances.
Asset Purchase: In an asset purchase, the buyer acquires specific assets and liabilities of the restaurant, rather than the entire company. Here are some important considerations with an asset purchase:
- Selective Acquisition: Buyers can cherry-pick the assets they want to acquire, leaving behind unwanted liabilities or obligations. This provides greater flexibility in restructuring the business or making changes to key contracts and agreements.
- Contractual Reassessment: An asset purchase necessitates the buyer to establish new contracts and agreements with suppliers, landlords, and employees. This may involve negotiations and potential changes in terms and conditions.
- Tax Implications: Asset purchases may trigger immediate tax consequences as the buyer acquires tangible and intangible assets. Consultation with a tax professional is crucial to understanding the potential tax implications and structuring the purchase efficiently.
Contact Falcon Law PC: For personalized legal advice and assistance with acquiring a restaurant in Ontario, contact Falcon Law PC. With their expertise in business law and extensive experience in restaurant acquisitions, Falcon Law PC can provide valuable guidance tailored to your specific needs. Reach out to them at 1-877-892-7778 or via email at info@falconlawyers.ca.
Conclusion: Choosing between a share purchase or an asset purchase when acquiring a restaurant in Ontario is a significant decision that requires careful consideration. Each method has its own benefits and legal implications. It is advisable to seek professional legal assistance, such as Falcon Law PC, to ensure a smooth and legally sound acquisition process. By understanding the nuances of share and asset purchases, you can make an informed decision that aligns with your specific goals and objectives.
