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Academy/ Buying & Selling a Business/Articles

Articles for Private Equity.

Short, practical reads on one problem at a time.

№ 01 — Articles

329 articles in this hub

Accounting rules that govern the earn-out calculation

Accrued vacation, overtime and banked time

Acquiring assets through a court-supervised process

Acquiring Through a Newly Incorporated Company

Aged payables and stretched supplier terms

Aged receivables and what they say about collections

You agreed on price. Now you cannot agree on working capital.

Alternative lenders and what they cost

Amalgamating the Buyer and Target After Closing

Amalgamation instead of buying shares: what section 87 actually does

Area development rights and their transferability

Article 2097: employment follows the business in Quebec

Who runs this business without the owner?

How do you inspect plant without a specialist?

Assigning a commercial lease in Quebec: the fifteen-day clock in article 1871 of the Civil Code

Associated corporations: why buying a second company can cost you half the small business deduction

Assumed Liabilities in an Asset Transaction

Balancing vendor financing against bank debt

Bank accounts and signing authority at closing

BDC's Conflict-of-Interest Rule When Someone in the Deal Is Connected to the Bank

BDC's Statutory Leverage Ceiling and What It Does Not Limit

Board composition after an investment

Borrowing from BDC for a business purchase

Brand strategy in a multi-site roll-up

Bringing the next generation in without giving up control too soon

Building a buyer list that includes strategic acquirers

Building a cash conversion picture of the business

How diligence findings turn into a forecast you believe

Buying a business before it becomes insolvent

Buying a dental practice: who may own it in Ontario

Buying a Division Rather Than a Whole Company

Buying a licensed practice with restricted shares

Buying a professional practice: the share restriction that forces an asset deal

Buying a veterinary practice: accreditation and who may own it

Buying an Ontario medical practice: what actually changes hands

Buying Assets and Leaving the Corporation Behind

Buying business assets in Québec: the movable hypothec and the RDPRM

Buying from a receiver in Canada

Buying from a trustee in bankruptcy

Buying multiple units from one franchisee

Buying Real Estate Alongside the Operating Business

Buying the Shares of a Company With a Bad History

Buying with little cash and heavy vendor support

Can a purchase agreement change the limitation period in Ontario

Can more than one family member claim the capital gains exemption

What stops this business from doing more?

Capital expenditure the business has been avoiding

Caps, floors and sliding scales in an earn-out

Cash and debt sweeps at completion

Avoiding a cash squeeze in the first month

Change of control and anti-assignment: which contracts each deal structure breaks

Chartered bank lending against cash flow

Checking whether the customer list is real

Choosing between a broad auction and a quiet approach

Choosing between a child, your managers, or a stranger

Completion accounts or a locked box: choosing

Choosing the metric an earn-out is measured on

Choosing the right platform to build from

What collateral can a seller register against a buyer?

Common law notice exposure in Ontario

Community Futures Development Corporations and Canada's Regional Development Agencies

Competing against another buyer for the same target

Conditions that must be true before funds move

Consolidating back office across acquired sites

Covenant packages on an acquisition loan

Credit Unions and Why Their Lending Appetite on a Business Purchase Differs From a Bank

CSBFP eligibility for an acquisition

Customer data in a business sale: what section 7.2 actually lets you transfer

Cutting the turnaround time on quarterly LP reports

Deal-by-deal capital instead of a blind pool

Debt forgiveness: what section 80 does when a buyer cleans up the balance sheet

Detecting revenue pulled forward before a sale

Diligence findings that justify a price reduction

Director liability for the corporation’s unremitted GST/HST

The personal liability a share buyer takes on the day they join the board

Disclosure obligations on a franchise resale

How is a contested earn-out payment resolved?

Dissent rights: the minority shareholder who will not sign

Distributing the proceeds without a clearance certificate

Doing a quality of earnings without a large firm

Earn-out periods, and why longer is riskier

Earn-out vs. holdback vs. vendor note

Employee ownership trusts and the Canadian rules

Employee personal information in due diligence: which privacy law applies

Employees in a distressed acquisition

Employment continuity in a federally regulated business: Canada Labour Code section 189

Environmental orders and who can be ordered to clean up

Equity a first-time buyer needs to put in

Escrow agents and release conditions

Exit provisions written at the start

Exiting a roll-up to a larger acquirer

What Farm Credit Canada's Act Actually Defines as Farming

Farm Credit Canada's Transition Loan and Young Farmer Loan for a Business Purchase

Faster Diligence: Where AI Actually Shortens the Timeline

Fee structures for a small Canadian manager

Fees charged by Canadian intermediaries

Financial projections lenders find credible

Financing a programme of successive purchases

Financing timelines and how they delay closings

Fixing a covenant breach after closing

Forecast testing against historical accuracy

Form GST44: what the section 167 election requires, and when it fails

Franchise resale disclosure in BC and Manitoba

Franchisor consent and how transfers are approved

Friends and family capital inside securities rules

Funding a buy-sell obligation with insurance

Funding a buyout the managers cannot finance alone

Futurpreneur's Under-40 Loan and Its Co-Lending Structure With BDC

Gradual sale to a key employee over several years

GST/HST on the building: when the buyer self-assesses

GST/HST transferee liability: how section 325 differs from section 160

Handling a buyer who keeps asking for more time

How a PPSA search is actually run — and what “search the name” really means

How an EDC Export Guarantee Changes What a Bank Will Lend Against

How long the CRA can come back, and what that means for your tax indemnity

How much of a purchase price a bank will lend

How the purchase price gets allocated on an asset sale

Hybrid Structures That Split the Difference

Independent sponsor economics in practice

Information rights for a minority investor

Insurance transfer and gaps in coverage

Integrating an add-on without breaking the platform

Intercreditor arrangements between two lenders

Interest on money borrowed to buy a business: what paragraph 20(1)(c) requires

Inventory testing on a distribution business

Investissement Québec Alongside a Bank on a Quebec Business Purchase

Is an employee ownership trust actually the right fit

Issuing shares to fund an acquisition without a prospectus

Keeping the building: what a pre-closing carve-out actually costs

Land transfer tax when the deal includes the building

Landlord consent to assign a lease in BC and Alberta: no province-wide rule applies

Will the premises still work in five years?

Limited partnership versus corporation for investors

Losing the losses: what subsection 111(5) does when control of a company changes

Making a non-binding offer that keeps you honest

Managing confidentiality during a live process

Managing multiple interested parties at once

How reliable is the pipeline a vendor shows you?

Measuring whether the business is on track

Mezzanine capital in a mid-market Canadian deal

Mezzanine Debt and the Interest Act's Rule on an Undisclosed Annual Rate

Modelling a leveraged return before you commit

Monthly rather than annual analysis of results

Negotiating fund terms with early investors

Normal working capital and how it is measured

Notice to reader statements and what they prove

Notifying customers on completion day

Off-balance-sheet commitments a buyer inherits

Ontario’s Employer Health Tax, and the exemption a buyer may lose

Ontario’s non-compete ban and the sale-of-business exception

Paying a dividend before you sell the shares: what subsection 55(2) can do to it

Paying a finder to introduce investors

Why add-ons price lower than the platform

Personal guarantees and limiting your exposure

Personal net worth statements and lender expectations

Personal property or fixture? The gap between the PPSA registry and the land registry

Preparing a business plan the lender will read

Who prepares the completion accounts, and when?

Pricing a business that is losing money

When did this business last raise prices?

Pricing the Difference Between a Share and Asset Deal

Private Credit Funds and What Actually Governs Them

How much of the operation lives in someone's head?

Protecting a vendor during the earn-out period

Provincial sales tax clearance certificates: what a buyer must request in BC, Saskatchewan, Manitoba and Québec

Proving revenue actually reached the bank account

PST on a sale of business assets in British Columbia

The quick wins that fund the rest of the plan

Raising outside equity for a single acquisition

Ratios that tell you whether to keep going

Reading three years of statements in an hour

Why filed tax returns should match the vendor’s books

Refinancing the acquisition debt two years later

What corporate filings follow a share purchase?

Registering the business in every province it operates in

Which related-party deals distort the numbers

Remaining term and renewal rights on a unit

Removing a shareholder who stops contributing

Renovation and upgrade obligations on transfer

Reserved matters and investor veto rights

How a true-up disagreement gets referred to an expert

What a full year of bank statements actually shows

Rollover Equity Terms the Vendor Should Negotiate

Running a land title and PIN search when real property is part of the deal

Search fund economics for the searcher

Searching corporate registries across provinces — and why Québec’s register works differently

Searching the Environmental Site Registry — and what filing there does not guarantee

Searching the trademark register before you buy the brand

Section 160: how moving an asset can move the tax bill with it

Security a lender takes over the acquired business

Security that follows the assets: the BC and Alberta PPSAs compared

Self-funded search versus backed search

Selling a business out of insolvency: the court, not the parties, decides

Selling a franchise in New Brunswick or PEI

Selling a franchise: what you must disclose

Selling Canadian shares from outside Canada to a related company: section 212.1

Selling to your child's company without the CRA calling it a dividend

Selling without an intermediary

Selling your shares to a company you control: the rule that turns the proceeds into a dividend

Separating property into a distinct holding company

Sequencing add-ons over three years

Setting the interest rate and term on a seller note

How is a normal working-capital level agreed?

Setting up a Canadian acquisition vehicle

Shareholder benefits and the pre-sale cleanup

What can only be learned by walking the premises?

Speed and certainty in a distressed transaction

Splitting a business fairly when only one child runs it

Spotting a business that is being sold too late

Stacking CSBFP, BDC and a Credit Union on One Business Purchase

Standardising AI Across a Portfolio

Statutory severance pay, and what an asset buyer inherits

Structuring a purchase by two unrelated investors

Structuring around a target with multiple owners

Structuring investor returns on a single deal

Structuring when the buyer is a non-resident

Successor rights when you buy a unionized Ontario business

How exposed is the business to shipping and currency?

What technology am I inheriting and who supports it?

When and how can a buyer contact clients?

How earn-out proceeds are taxed in Canada

Testing gross margin by product or service line

How do you challenge a vendor's growth story?

The 100-Day AI Value Creation Plan for a New Platform Investment

The two-year lookback that decides whether your shares qualify for the exemption

The accredited investor test and how to prove it

The asset tests that decide whether your shares qualify

The Bulk Sales Act repeal and what a buyer must now do

The business cannot run without you

The clearance certificate a non-resident seller needs

How long between agreement and completion?

Section 45: the criminal conspiracy provision that catches buyers and sellers

The contractor’s bank balance that is not its own money

The deemed year end nobody budgets for: subsection 249(4) and the extra tax return

The earnout, and when tax is payable on money not yet received

The estate freeze: fixing value and keeping control

The filing that follows a private raise

The first ten questions to ask a vendor

The formalities that actually transfer intellectual property

The GST/HST election that stops an asset sale tying up your cash

The GST/HST registration a buyer forgets until it is late

Landlord consent to assign a lease: what section 23 gives an Ontario buyer, and what it does not

The merger review that applies whether or not you notify

The national security review that has no threshold

The offer dropped after diligence — now what?

The One-Playbook Rule for Portfolio-Wide AI

The oppression remedy: what a minority holder can do about an unfair sale

The order a family business transfer actually happens in

The provincial patchwork: why a PPSA search means searching six or more separate registries

The public searches a buyer runs before closing

The QST side of a Québec business sale

The receivables election most asset sales forget

The section 85 rollover: how property moves into a corporation without triggering tax

The share claims a buyer cannot see on the register

The small business deduction: what qualifies, the $500,000 limit, and the two grinds a buyer inherits

The statutory clocks that decide how long a holdback must last

The tax bill is bigger than you were told

The termination clauses a buyer inherits with the staff

The two levels of tax on an asset sale, and the capital dividend account

The WSIB premiums and claims history a buyer inherits in Ontario

Title and liens in an insolvency purchase

Transfer fees and training requirements

Transfers between related parties are priced by the Act, not by you

Triaging inbound deal flow without missing the good ones

Trusts in an acquisition structure

What is the real source of new revenue?

Unpaid wages and the charge that outranks the secured lender

Using a holding company above the acquisition vehicle

Valuation formulas inside a buy-sell clause

Vendor financing in a management buyout

What a buyer and a seller may agree about pay and hiring

What a buyer inherits by hiring the seller’s staff in British Columbia

What a buyer should refuse to sign in an NDA

What a buyer takes subject to: security registered against the assets

What a franchisee actually owns and can sell

What a letter of intent should and should not fix

What AI can safely touch in fund administration

What an Alberta asset buyer inherits when it keeps the staff

What an estate freeze does, and when it is too late to do one

What an executor can and cannot do before probate

What belongs in a shareholder agreement before you buy

What buyers ask for first and how to prepare it

Which last-minute failures actually happen at closing?

What financial diligence should cost on a small deal

What happens if a buyer defaults on a seller note

What happens to a federal government contract when the supplier is sold

What happens to employee stock options when the company sells

What happens to goodwill when you sell the business

What happens to patient records when a practice is sold

What happens to the staff when the business is sold

What happens when a shareholder becomes disabled

What happens when the owner dies before the sale closes

What information a vendor should release first

What is my business actually worth?

What lenders reject and why deals fail at credit

What the CSBFP will not finance

What the minute book must contain, and who can see it

What to do when month two misses the forecast

What TOSI does to dividends a family transfer leaves behind

When a business sale has to be reported to the Competition Bureau

When a buy-sell obligation has no insurance behind it

When a foreign buyer needs government approval: Investment Canada Act section 14

When a review or audit engagement is worth requiring

When a seller note must state a yearly interest rate

When a shareholders’ agreement has no retirement trigger at all

When a trustee can unwind your purchase

When a Vendor Take-Back Becomes a Purchase-Money Security Interest

When is an earn-out the right price-gap fix?

When control is deemed acquired

When the gain is taxed, and how long it can be spread

When the target’s contractors are really employees

When to walk away before spending on advisers

Where AI Diligence Actually Saves Deal Teams a Week

Where returns actually come from in a small buyout

Where roll-ups most often go wrong

Whether your managers can afford to buy you out

Which assets to exclude from an asset purchase

Who can own an Ontario accounting practice, and what the licence covers

Why a clean PPSA search will not show Bank Act security

Why a personal guarantor’s own bankruptcy record is worth searching too

Why putting part of the price on the non-compete can cost the seller dearly

Why Export Development Canada Will Not Fund a Domestic Business Purchase

Why the vendor is selling, and how to test it

Why vendors finance part of their own sale

Why vendors prefer shares and buyers prefer assets

Valuing work in progress on a contracting business

Working capital facilities alongside the term loan

Writing a plan you can actually execute

WSIB and workers’ compensation clearance certificates, province by province

The Canadian benchmark

What do businesses like this one actually sell for?

Canadian small-business transaction data is not published anywhere, so most valuations in this country quote an American benchmark. The Deavo–Treadstone Acquisition Index is a daily record of Canadian listings built to replace that: asking-price distributions by province and city are published now, and days on market, departure rates and asking-to-sale spreads follow as the series lengthens. Leave an email and we will tell you as each measure lands.

No pitch, no listings. One email as each measure is published.