Business acquisition, buying a company in Quebec

Buyer side

What you are buying is not
what you are shown.

Acquiring an existing business avoids the uncertainties of a start-up: the clients are there, so is the revenue, and the team is trained. In exchange, you inherit everything, including what the seller did not mention.

Our work turns a business instinct into a secured transaction. We frame the negotiation, lead the due diligence, structure the acquisition and draft the protections that will matter the day a problem appears.

The question that drives the whole file is scope: are you buying a company, with its past, or only the assets you want? It is settled in light of what due diligence reveals and of each side’s tax position. We come back to that starting question on our buying and selling a business page.

A business transaction engages the Business Corporations Act, the Civil Code of Québec for the sale itself, and filings with the Registraire des entreprises du Québec.

Analysing financial results on a chart board

What we do

From first contact
to closing.

Letter of intent and confidentiality

Setting the indicative price, the timeline and exclusivity of negotiation, without committing you to the transaction itself. The confidentiality agreement protects what you learn next.

Due diligence

Contracts, leases, litigation, corporate compliance, intellectual property, permits, tax debts. We look for what changes the price and for what should make you walk away.

Acquisition structure

Shares or assets, an acquisition company, the role of a holding company, coordination with the tax specialist. The structure follows your objectives, not a template.

Purchase agreement and warranties

Seller representations and warranties, price adjustments, holdback, caps and claim periods, non-compete clause.

Financing

Bank loan, vendor take-back, security, covenants to the lender. We make sure the financing and the purchase agreement say the same thing.

Closing and integration

Third-party consents, transfer of contracts and permits, updating the minute book and registers, a shareholder agreement if you are buying with others.

The path

Six stages,
in this order.

The intention

Letter of intent and confidentiality

Due diligence

Examining what you are really buying

The structure

Shares or assets, every choice counts

The negotiation

Price, warranties, non-competition

The financing

Loans, vendor take-back, security

The closing

The business changes hands, cleanly

Frequently asked questions

What we are asked most.

Should I buy the shares or the assets of the business?

The seller generally prefers to sell shares, the buyer often prefers to acquire assets. The choice has opposite tax and legal effects for each side and is negotiated, often through the price. It is decided after due diligence, never before.

How long does a business acquisition take?

From letter of intent to closing, expect three to six months for a small or mid-sized business. Due diligence and securing financing are the two stages that most often stretch the timeline.

Can I walk away after signing a letter of intent?

In most cases yes: a letter of intent is generally non-binding as to the transaction itself. Some of its clauses are binding, however, notably confidentiality and exclusivity of negotiation.

What happens to employees and ongoing contracts?

It depends on the structure. In a share sale the business keeps its contracts and employees, since the legal person does not change. In an asset sale each contract must be assigned, often with the other party’s consent.

Three readings to prepare an acquisition: due diligence, which determines what you will find; shares or assets, which determines what you buy; and what a business is really worth, which determines what you pay.