Buying & Selling a Business - Edmonton, Alberta
Lawyers for Buying and Selling a Business in Edmonton
Whether you’re buying your first company or selling the one you spent decades building, you’re about to make one of the largest financial decisions of your life.
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Most business buyers and sellers focus only on the final price, but the structure of the deal, the promises in the contract, and what arises in due diligence often decide whether you’re still happy with it five years from now.
Bosecke LLP has guided Alberta business owners through these transactions since 1988. Our firm’s work in commercial transactions, private mergers and acquisitions, corporate structuring and real property financing means you get a team that has seen both sides of the table many times. We work alongside your accountant, lender, and business broker so the legal, tax, and financing pieces all land at the same closing.
Book a free consultation or call (825) 819-0310 to speak with our corporate transaction lawyers.
What Our Lawyers Do for Edmonton Buyers and Sellers
If you're buying a business
Buying a business means taking on its history. Our job is to make sure you know exactly what you’re getting and that you’re protected if something turns out differently than promised. We’ll help you:
- Decide whether to buy the shares or the assets
- Investigate the company before you commit
- Negotiate a purchase agreement that helps mitigate the risk of the unknown
If you’re buying with partners, we can set up the corporation that makes the purchase and put a shareholder agreement in place before closing, so everyone’s investment and role is clear from day one. And if the business comes with a building, a lease, or bank financing, we handle those pieces in the same transaction instead of sending you to another firm.
If you're selling a business
Selling well starts long before you sign a letter of intent. Buyers and their lawyers will comb through your records, contracts, and tax history, and every gap they find becomes a reason to lower the price or demand a holdback.
We help you:
- Prepare your business for the sales process
- Review offers with you
- Negotiate the representations
- Evaluate warranties and indemnities that determine how much risk you carry after you’ve been paid
We also look past the closing date. For most owners, the sale proceeds become the largest asset in their estate. We coordinate the sale with your tax planning, estate plan, and, where it makes sense, a trust, to safeguard your earnings and business value.
Share Purchase vs. Asset Purchase
Your first major decision is what’s actually being sold. In a share purchase, you buy the shares of the corporation that owns the business, and the company carries on with its history intact. In an asset purchase, you buy selected assets, such as equipment, inventory, customer lists, intellectual property, and goodwill, and the seller’s corporation stays behind with the seller.
Buyers tend to prefer asset deals because they can leave unwanted liabilities behind. Sellers tend to prefer share deals because of the tax advantages. Most negotiations land somewhere in between, often with a price adjustment to compensate the side giving up its preferred structure.
Tax treatment depends on your circumstances. We work with your accountant to model both options before you sign a letter of intent.
The Steps for Buying and Selling Businesses in Alberta
Every transaction is different, but most owner-managed deals in Edmonton follow the same path. Knowing what’s coming helps you plan your time, financing, and announcements to staff and customers.
| Stage | What happens | Typical timing | What we need from you |
|---|---|---|---|
| Letter of intent | Price, structure, key terms, and timelines are agreed in principle. Confidentiality and exclusivity terms are usually binding. | 1–2 weeks | Your goals, deal-breakers and the broker’s or other side’s proposal |
| Due diligence | The buyer investigates the business’s legal, financial, and operational records. | 3–6 weeks | Access to records and quick answers to questions |
| Purchase agreement | The detailed contract is negotiated: price adjustments, warranties, indemnities, conditions and closing deliveries. | 2–4 weeks, often overlapping due diligence | Decisions on risk-sharing terms |
| Consents and financing | Landlord, lender, franchisor and key-customer approvals; the buyer’s financing is finalized. | Runs alongside the agreement | Introductions to landlords, lenders and key partners |
| Closing | Documents are signed, funds move through our trust account, and ownership transfers. | 1 day | Signatures and final numbers from your accountant |
| Post-closing | Working capital adjustments, holdback releases, transition support, and registry updates. | 30–180 days | Cooperation on final adjustments |
Most straightforward deals close two to four months after the letter of intent is signed. Deals with real estate, multiple locations, or lender requirements take longer.
What Our Corporate Lawyers Review During Due Diligence
Due diligence protects strong deals and catches potential red flags before wasted time and resources. When you’re buying, we review the business with you. When you’re selling, we review it first, so nothing surprises the buyer.
| Area | What we review | Why it matters to you |
|---|---|---|
| Corporate records | Minute book, share register, articles and any existing shareholder agreement | Confirms who actually owns the company and can sell it |
| Contracts | Customer and supplier agreements, change-of-control and assignment clauses | A key contract that ends on a sale can change what the business is worth |
| Real estate and leases | Commercial leases, title searches, zoning and environmental concerns | If the lease can’t be transferred or the property has title problems, you could lose the location your customers rely on. See our commercial real estate due diligence guide. |
| Security and liens | Alberta Personal Property Registry, Land Titles and court registry searches | Reveals lenders and creditors with claims on the assets |
| Employees | Employment agreements, contractors, benefits and any claims | Determines what obligations transfer with the business |
| Tax | Filings, assessments, GST and payroll remittances | Unpaid tax can follow the company in a share purchase |
| Licences and permits | Municipal, provincial and industry approvals | Some licences can’t be transferred and need new applications |
| Intellectual property | Trademarks, domain names, software and websites | Confirms the brand and online presence actually belong to the business |
| Litigation | Current or threatened claims | Identifies risks that need an indemnity or a price reduction |
Negotiating the Purchase Agreement
Two agreements with the same headline price can leave the buyer and seller in very different positions.
Price and adjustments
The headline price usually assumes a certain level of working capital, inventory, and prepaid expenses at closing. We make sure the adjustment formula is clear, so there’s no dispute about the final number.
Holdbacks and earn-outs
A buyer may want to hold back part of the price as security, or pay part of it later based on the business’s performance. If you’re selling, we negotiate realistic targets, clear accounting rules and release dates. If you’re buying, we make sure the holdback actually covers the risks you’re worried about.
Representations, warranties and indemnities
These are the seller’s promises about the business, and the remedies if a promise turns out to be untrue. We negotiate how long they last, how much the seller can be on the hook for, and what counts as a claim. For a seller, this is how much risk you keep after closing. For a buyer, it’s your insurance policy.
Non-competition and non-solicitation
Buyers pay for goodwill and need the seller not to compete or take clients and staff. We keep these terms reasonable in time and geography, so they hold up if they’re ever challenged.
Conditions to closing
Financing, landlord consent and satisfactory due diligence give both sides a clear way out if something essential falls through.
Why Bosecke LLP
What Sets Bosecke LLP Apart on Business Transactions
Business, Real Estate and Financing in One Transaction
Many Edmonton businesses own or lease the property they operate from, and most purchases involve bank financing. Bosecke LLP‘s background includes commercial real estate, the acquisition and development of land and buildings, and real property financing alongside corporate transactions.
When your deal includes a building, a lease assignment, or a lender’s security package, one team handles the whole closing. You don’t have to coordinate separate lawyers or risk deadlines slipping between them.
A Pre-sale Readiness Review, 12 to 24 Months Out
If you’re thinking about selling in the next couple of years, the best time to call us is now. In a readiness review, we:
- Bring your minute book and corporate filings up to date
- Check that key customer and supplier relationships are in written contracts
- Confirm your lease can be assigned or renewed
- Update your shareholder agreement’s sale and buyout terms
- Work with your accountant on a corporate restructuring that helps your shares qualify for the lifetime capital gains exemption, since the qualifying tests look back 24 months
Your Sale and Estate Plan, Handled Together
Selling a business changes everything about your estate. The company shares in your Will become cash, and plans made for children in the business may no longer fit. Because we practise estate planning alongside corporate law, we can update your Will, Enduring Power of Attorney and any trusts as part of the same engagement, often before the sale closes.
A Post-Closing Handover Plan for Buyers
Closing day is the start of ownership, not the end of the work. For buyers, we prepare a handover checklist covering corporate registry updates, new or transferred business licences and permits, a WCB Alberta account and the seller’s clearance letter, GST registration, banking and payroll, and employee onboarding. It’s practical support that keeps the business running smoothly in your first months as owner.
Advice in Your Language
Many Edmonton businesses are family-owned and multigenerational. Our team serves clients in English, Punjabi, Hindi, and Tagalog, so every family member involved in a purchase or sale can understand the terms before they sign.
FAQ
Answers to Your Questions About Buying or Selling a Business in Alberta
Do I need a lawyer to buy a small business?
Yes. Even a small purchase involves contracts, leases, liabilities, and tax issues that can cost far more than legal fees if they’re missed.
How long does it take to buy or sell a business in Alberta?
Most owner-managed deals take two to four months from letter of intent to closing. Larger or more complex deals take longer.
Should I buy through a corporation?
Often, yes. Buying through a new corporation can limit personal liability and help with tax planning. We can incorporate the buying company as part of the deal.
What happens to employees when a business is sold?
In a share sale, employees stay with the same employer. In an asset sale, the buyer decides whom to hire, and Alberta’s employment standards rules on continuity of service should be reviewed.
Can I use the lifetime capital gains exemption when I sell?
Possibly, if you sell shares of a qualified small business corporation and meet the holding and asset tests. Talk with your accountant early, since meeting the tests can take planning.
Who pays the legal fees?
Each side normally pays its own lawyer. Buyers and sellers should never share a lawyer in a business sale.
What if problems come up after closing?
The purchase agreement’s warranties, indemnities, and holdbacks determine who is responsible. That’s why those terms deserve careful negotiation.
Can you help if the business owns its building?
Yes. We handle the real estate, lease, or financing pieces in the same transaction, so closing isn’t held up by coordinating separate firms.
Book a Free Consultation with an Experienced Edmonton Corporate Lawyer
Whether you’re buying your first business or selling the company you built, we’ll help you structure the deal, protect your interests, and plan for what comes next.
Book a free consultation or call (825) 819-0310.