Business immigration: buying a business in Quebec

Buying a business

A transaction
and an immigration file,
at the same time.

Taking over an operating business is often the most credible route: the revenue, the employees and the clients already exist and can be verified. In return, the business brings its past, its current contracts and any pending disputes.

This is where our dual competence matters. We run the due diligence, negotiate and draft the purchase agreement, build the ownership structure, and prepare the immigration file in parallel from the same documents.

A well negotiated transaction that does not fit the program can sink the application, and an application filed before the transaction is secured exposes the buyer. Both streams are built together, on the same timetable. If your project is instead to create the business, see starting a business. The comparison of streams 2 and 3 of the Entrepreneur Program sets out the criteria.

Business programs fall under the Immigration and Refugee Protection Act and its regulations, along with Quebec’s own programs, whose conditions change regularly.

Reviewing a company’s financial statements

What we do

What we verify
before you sign.

Eligibility review

Applicable federal and Quebec programs, requirements as to experience, net worth and active participation in management. Some acquisition targets cannot satisfy the program involved: better to know before the offer.

Due diligence

Financial statements, corporate records, leases, client and supplier contracts, employee files, permits, litigation, registered security and tax compliance. What due diligence reveals then shows up in the price and in the warranties.

Shares or assets

The choice between a share purchase and an asset purchase changes the liabilities assumed, the tax treatment and the continuity of the business. It also changes the demonstration made to the authorities, so it is decided looking at both streams together.

Purchase agreement

Price and adjustments, representations and warranties, closing conditions, non-competition, the seller’s transition period, vendor take-back and the security behind it. This is the document that protects the buyer long after signing.

Ownership structure

Direct ownership or through a holding company, a shareholders’ agreement if you are not alone, the applicant’s role in governance. The structure must answer to the program as much as to your interests as a buyer.

Undertakings and follow-up

Undertakings given to the authorities create verifiable obligations after closing: maintaining jobs, taking part in management, continuing operations. We frame their drafting and monitor their performance.

Frequently asked questions

What we are asked most.

Is buying a business stronger than starting one?

Often, yes. An operating business shows verifiable revenue, employees and clients, where a start-up rests on projections. In return it also brings its liabilities, its current contracts and any pending disputes, which is why due diligence matters.

Share purchase or asset purchase: what changes for the file?

A share purchase transfers the company as it stands, with its history and its liabilities. An asset purchase takes only the chosen items but breaks the continuity of the business, which can affect the demonstration made to the authorities. The choice is made looking at both streams together.

What do you verify before signing?

Financial statements and corporate records, title, leases, client and supplier contracts, employee files, permits, pending litigation, security registered in the RDPRM and tax compliance. What is found then becomes representations, warranties and price adjustments in the agreement.

Does the seller stay involved after closing?

Frequently, and it is often desirable: a transition period, a non-competition clause and sometimes a vendor take-back secure the transfer of clients and know-how. These clauses are negotiated at the same time as the price, not afterwards.

Two useful texts before taking over a business in Quebec: buying a business in Quebec and due diligence. On the transaction side, see mergers and acquisitions.