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Sukhi Hansra October 12, 2026
Buying a business instead? This page is written for owners who are selling their business. If you are on the buying side, start with our Buy a Business page.
Selling a business is the one transaction most owners do exactly once, across the table from buyers who may have done it many times. The gap shows up in the details that decide your real outcome, meaning what survives closing, what you indemnify, how much of the price is deferred and how well it is secured, and what you are allowed to do professionally for years afterward.
Our job on the sell side is to get you through diligence and closing with the price intact, the liabilities genuinely transferred, and your obligations after the sale no broader than the deal requires.
A business sale lawyer acts only for the owner who is selling, and that shapes every document in the deal. The buyer’s lawyer is paid to move risk toward you. That lawyer will also try to keep as much of the price as possible in holdbacks, earn-outs, and vendor notes. Our job as your lawyer is to move that risk back where it belongs. It is also our job to make sure the price you agreed to is the price you actually receive.
We act for business owners selling in Toronto and across Ontario, which is the main focus of our practice. We also act for sellers in every other province and territory except Quebec. Our clients range from owner-operated businesses to companies with several shareholders. If you already have an accountant or a business broker involved, we work alongside them. The tax structure and the way the business was marketed both feed directly into the legal terms of the sale.
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| Share sale (sellers usually prefer) | Asset sale (buyers usually prefer) | |
|---|---|---|
| What transfers | The corporation itself, liabilities and all | Only the assets and liabilities the buyer selects |
| Your tax picture | Potential access to the lifetime capital gains exemption on qualifying shares, often the single biggest number in the deal | Proceeds land in the corporation and getting them out to you personally is a second, taxed step |
| What you keep | A clean exit, because the company goes with the deal | The corporate shell, plus every liability the buyer declined |
| Where the negotiation lands | Buyers accept share deals in exchange for stronger indemnities and holdbacks | Sellers accept asset deals in exchange for price adjustments that recognize the tax cost |
The structure is usually decided at the letter of intent, which is precisely why signing the LOI before advice is the most expensive shortcut in this process. The tax difference between the two columns is real money, and it gets locked in early. Model both structures with your accountant before anything is signed.
If you are selling shares, the buyer inherits the company’s whole history and will want you to stand behind it. That is why a share sale lawyer spends most of the effort on the representations, warranties, and indemnities. If you are selling assets, an asset sale lawyer’s work shifts toward what is actually being transferred. That usually means the equipment, the customer and supplier contracts that need consent to assign, and the employees. It also means the liabilities that stay behind in your company after closing. For a fuller comparison of the two structures, see our guide to asset purchases and share purchases.
Sellers who prepare get better prices, and preparation has a schedule:
Every sale starts with a written quote, itemized by stage, with the tasks that could increase fees named in advance. That is our no surprise billing policy. If you are selling your business, your consultation with a lawyer is free. Learn how our fees work.
Based on our own transaction history, most sales close in 3 to 6 months from letter of intent to closing. Buyer financing and franchisor consent (on franchise resales) are the two most common sources of delay.
Sellers generally prefer share sales for tax reasons, including potential access to the lifetime capital gains exemption, while buyers generally prefer asset purchases. Where the deal lands is a negotiation, and the tax difference is real money, so model it with your accountant before the LOI fixes the structure.
Whatever the purchase agreement says. Reps and warranties survive closing for a negotiated period, indemnities put your money behind them, and a personally guaranteed lease or loan does not release you just because the business sold. Reading your post-closing exposure before signing is the core of sell-side legal work.
It changes the priorities, and the work gets leaner rather than skipped. In a fast or distressed sale we focus on the terms that follow you personally after closing, meaning guarantees, indemnities, and anything signed under pressure, because those are the terms you cannot renegotiate later.
You are not legally required to hire a lawyer to sell a business in Ontario. However, the buyer will almost always have one, and the purchase agreement their lawyer drafts will be written to protect the buyer. A lawyer on your side reviews the letter of intent before it binds you. Your lawyer also scopes the representations and indemnities to what you actually know, and makes sure any deferred part of the price is properly secured. Many sellers first call a lawyer after the letter of intent is signed. That is later than it should be, because the price and the structure are usually set by then.
Reviewed by Sukhi Hansra, Business and Franchise Lawyer at Hansra Law.
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★★★★★
“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.”
— Payman A., Google review
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“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!”
— Justin T., Google review
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“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.”
— Pneumatics-pro, Google review
Most owners deal with the legal side only after something goes wrong. By that time, you could spend tens of thousands of dollars unwinding what a quick conversation could have prevented. It doesn’t have to be that way if you have the right lawyer in your corner!