The context
Tens of thousands of Québec business owners will retire over the next decade. Behind every departure lies a business to sell, a succession to organize or an opportunity for a buyer to seize.
A business transfer is not just another transaction. It is an operation where corporate law, taxation, financing, human relationships and sometimes the emotions of a lifetime all intersect. The quality of the legal framework can make or break the deal, and determine what remains of it five years later.
We support buyers, sellers and business families at every stage of the journey, surrounded by our network of partners: brokers to identify the right targets and accountants to analyze the numbers.
Our services
Acquiring an existing business rather than starting from scratch? We guide you from the first contact to closing: letter of intent, due diligence, choice of acquisition structure, negotiation of warranties and non-compete covenants, financing and closing. You focus on the business; we secure the transaction.
Transferring the business to your children or to the next generation of managers takes more than a contract. Family fairness, transfer taxation, keeping control during the transition: we structure succession plans that protect the business, the seller and family relationships.
Sometimes the succession is already inside the company. Sale to one or more key employees, gradual entry into the share capital, buyout structures: we put in place the mechanisms that allow your employees to become owners, at a pace both sides can sustain.
Selling what you have built takes years of preparation. Putting the minute book in order, structuring the sale, keeping discussions confidential, negotiating the price and terms: we maximize the value of your exit and protect what you take with you.
The journey
Letter of intent and confidentiality agreement. Setting the framework before opening the books.
Examining what you are really buying: contracts, litigation, employees, permits, ownership of assets.
Shares or assets? Directly or through a holding company? Every choice has lasting consequences.
Price, warranties, indemnities, non-compete, the seller’s transition. This is where the deal is won.
Documenting the loans, the balance of sale and the security.
Signatures, transfers, resolutions and updated registers. The business changes hands, cleanly.
Frequently asked questions
With a confidentiality agreement, then a letter of intent setting the contemplated price, exclusivity and the timetable. Due diligence comes next, and it is what confirms or corrects the price.
The seller usually prefers to sell shares for tax reasons, the buyer often prefers to buy assets to avoid the liabilities. The choice is decided case by case, and it is negotiated.
A simple transaction closes in two to four months. A family succession combined with an estate freeze spreads over several years, because control is transferred in stages.
Yes, and it is common in Quebec. A secured, staged balance of sale price often bridges the gap between bank financing and the agreed price. Its terms are negotiated as carefully as the price itself.
The best transactions are prepared early. Whether your project is for this year or five years from now, the first conversation is the one that matters most.
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Insights
Three readings that extend this subject, if you would rather read up before speaking with us.
