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While you’re here, why not give the following article a read as they speak more to the checklist?
Most people who run this checklist find at least one thing that changes how they’d structure the deal — a customer contract that can’t be assigned, a WSIB balance that follows the business, a lease that needs the landlord’s consent before you can close. Finding it is only half the job. What matters is whether your purchase agreement actually accounts for it, and that is a legal question, not a checklist question.
A complimentary discovery call is short, there is no obligation, and it is specific to your deal, not a generic consultation. Bring whatever you have found so far, even if the list is not finished, and we will tell you plainly whether it is a dealbreaker, a price adjustment, or a non-issue.
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Free checklist · Buying a business in Ontario
Eight categories, the Ontario searches most checklists leave off, and the five continuity questions no document request will answer.
Buying an existing business is the fastest route to owning cash flow that already works, and it is also the fastest route to inheriting someone else's problems. Almost everything that separates a good acquisition from an expensive one is settled before you sign, in what the due diligence actually uncovers and whether the purchase agreement protects you after closing. This is the checklist we use on real files, written so that you and your accountant can work through it with the seller.
One page, eight categories, with checkboxes. It arrives by email within a few minutes.
Most people buy a business the way they buy a used car, in that they believe the story, glance at the numbers, and sign what is put in front of them. A business purchase is a high-stakes investment decision with legal consequences that arrive after closing, once the seller has been paid and the problems have become yours.
Those problems are predictable, and we see the same ones on acquisition after acquisition:
The best time to protect yourself is before you sign anything, and in particular before a letter of intent sets the price, the deadlines and the momentum. The checklist puts the right questions in front of you at that point, which is when they are still cheap to ask.
Eight categories, each a set of checkboxes you can work through with the seller and then hand to your accountant. Two of them are the reason this checklist exists at all, because most checklists leave them off entirely.
Statements, tax records, debt and liabilities, revenue and sales, receivables and payables, margins, budgets and projections.
The PPSA search against the seller and the business, the WSIB clearance certificate, the corporate minute book in a share purchase, and the landlord's written consent to assign the lease.
Corporate records and ownership, every contract and lease, intellectual property, regulatory compliance, litigation history and environmental exposure.
Inventory and physical assets, employee contracts, supplier and customer relationships, how the business actually runs, and the insurance in place.
The market, the competitors, the customer base and its retention, how sales are made, and how the business has grown year over year.
Records, salaries and benefits, the contracts and what they would cost to end, morale and turnover, and any HR issue that becomes yours on closing.
Every licence, permit and certification the business needs, and a plan for transferring each one.
Customer concentration, where the customers come from, whether the staff stay, what the owner actually does all week, and how much of it is written down.
Sukhi Hansra
Business and Franchise Lawyer, Founder of Hansra Law
Before founding Hansra Law, Sukhi owned four businesses himself, and that experience changes the advice. We are not cookie-cutter lawyers who draft basic paperwork and send a bill. The question we ask on every acquisition is whether the business underneath the documents supports the price, because the documents only protect you if the deal behind them makes sense.
That means asking whether the revenue is durable and transferable, where the risk actually sits rather than where it appears on paper, and whether the price, the structure and the protections line up with what you are trying to do. The objective is never simply to get the deal done. It is to avoid overpaying, inheriting a liability you did not need to, or buying a business that stops performing the month after closing.
We have helped hundreds of Ontario businesses buy, sell and structure, across restaurants, medical offices, managed service providers, manufacturing, distribution, franchises and marketing agencies. You get the scope, the risks and the cost in writing before you commit to anything.
4.9 average on Google, real feedback from real clients.
Payman Azimi ↗
2 reviews
★★★★★Sep 11
Sukhi and his team have been my go to business lawyers for buying a business in Toronto and they've helped us with a few transactions now. They're thorough, don't leave a stone unturned and will really fight for you when it comes to negotiations. I also appreciate how they follow up with me every few months to check in on me and my business. Couldn't recommend Sukhi more!
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Justin Tao ↗
3 reviews
★★★★★Jan 9
I had an outstanding experience with this law firm during my first business purchase. Their communication was exceptional, ensuring a smooth process and providing the support I needed. Highly recommended!
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Pneumatics-pro ↗
3 reviews
★★★★★Feb 25
Great experience. Sukhi is a great person to be representing you. He is highly mindful of client's success. Consulted him for a company acquisition, he's been an incredible advisor. Great team, Helya is quick in scheduling meetings/calls. I'll always consider his services for all future needs. Highly recommend.
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Yes, and there is no paid version behind it. It is the checklist we work from on real acquisitions, as a one-page PDF.
Nobody phones you unless you book a call yourself. You will receive a short series of emails over two weeks with the material that goes with the checklist, and you can stop them at any time.
You do not, and most of it you and your accountant can work through with the seller directly. The value of the checklist is that it shows you which items you cannot get comfortable on, and those are the ones worth a conversation.
It covers both, and it tells you which items change with the structure. The corporate minute book matters in a share purchase, and the landlord's consent to assign the lease matters in an asset purchase.
Most business purchases close in three to six months from the letter of intent, and the diligence period sits inside that window. The checklist is built to be started the week the letter of intent is signed, before the deadlines in it start to bite.
It is general information rather than advice about your deal. Every acquisition turns on facts a checklist cannot know, which is why the last item on it is a conversation.
Do not rely on assumptions, and do not buy a business as a leap of faith. Work through the checklist before you are emotionally committed or financially locked in, and bring what you find to a free discovery call.
This checklist and this page are general information, not legal advice. Every acquisition turns on facts a checklist cannot know. Hansra Law Professional Corporation, 1 Dundas St W, Suite 2500, Toronto, ON M5G 1Z3.
