Business sale, selling your company in Quebec

Seller side

The value of your exit
is built before the offer.

A business sells better when it has been prepared to be sold. A minute book in order, assignable key contracts, limited dependence on the owner: these are what a buyer will examine, and each of them translates into price.

Our work therefore rarely begins at the offer. It begins when you start contemplating a sale, two to five years out, while it is still possible to correct what would lower the price or make a buyer walk away.

Then comes the negotiation itself, where the headline price matters less than what surrounds it: the warranties you give, how long you stay exposed, and what you keep on the way out. That is where a good price and a good outcome part ways.

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.

What we do

Prepare, negotiate,
then exit cleanly.

Putting the house in order

Minute book, missing resolutions, registers, compliance with the provincial and federal registers, intellectual property, key contracts and change-of-control clauses.

Structuring the exit

Choosing between a share sale and an asset sale, the role of a holding company, a prior estate freeze, coordination with the tax specialist. The tax shape of a sale is decided years ahead.

Confidentiality of the negotiation

Confidentiality agreement, staged disclosure, control of the data room. What the buyer sees, and when.

Negotiating price and terms

Price, adjustments, holdback, vendor take-back, earn-out clauses. The announced price is not the price received.

Representations and warranties

What you warrant, for how long, up to what amount and above what threshold. This is where your exposure after closing is capped.

Post-closing undertakings

Non-competition and non-solicitation, transition period, transfer of client relationships. What you agree not to do is part of the price.

The path

From preparation
to closing.

The preparation

Making the business fit to sell

The structure

Deciding the shape of the exit

The approach

Confidentiality and buyer selection

The negotiation

Price, warranties, residual exposure

The closing

Transfer, payment and withdrawal

Frequently asked questions

What we are asked most.

How long before a sale should preparation start?

Two to five years. The holding structure, putting the minute book in order and reducing dependence on the owner cannot be settled in the months before an offer. A prepared business sells better and faster.

How is confidentiality protected during discussions?

Through a confidentiality agreement signed before any disclosure, staged disclosure with sensitive data released last, and tight control over what circulates. A negotiation that leaks unsettles employees, clients and suppliers.

Does the seller remain liable after closing?

Yes, within the limits negotiated. Representations and warranties survive the sale for an agreed period, usually with a cap on claims and a threshold before any claim can be made. It is one of the most heavily negotiated parts of the agreement.

What is left after tax?

It depends on the structure and on what was prepared beforehand: the type of transaction, eligibility for the capital gains exemption, the presence of a holding company. That question is worked out with the tax specialist, years before the sale.

Three texts prepare a sale: selling your business without handing half of it to the tax authorities, on structure; what your business is really worth, on price; and due diligence, which tells you what the buyer will look for.