Selling
Selling your business, step by step
Preparing, pricing, finding the right buyer, and handing over with care.
The seller journey
Ten steps, from first talk to handover
Timeframes are rough and every sale is different. A well prepared business often moves faster; a complicated one can take longer.
- 1
A quiet first talk about an hour
What you want from a sale, your timing, and what matters beyond price. No obligation, no paperwork.
- 2
Get the house in order often 3 to 12 months
Clean financial statements, documented processes, and less reliance on you personally. Your accountant is central here.
- 3
Understand value a few weeks
Normalise the numbers into seller’s discretionary earnings (SDE) or EBITDA, and agree a realistic range. See value.
- 4
Check the lease and property a few weeks
Term remaining, renewal options, assignment clauses and landlord consent. This is where I spend a lot of my working life.
- 5
Prepare the package 2 to 4 weeks
A short anonymous teaser and a fuller information package for buyers who sign a non disclosure agreement (NDA).
- 6
Find and vet buyers often 2 to 6 months
Approach suitable buyers quietly, check their experience and financing, and narrow to people who are a real fit.
- 7
Agree the terms a few weeks
Price, structure, timing, any vendor financing and your transition role, set out in a letter of intent (LOI).
- 8
Due diligence often 30 to 90 days
The buyer, their lender and their advisors check the books, contracts, staff and premises. Expect questions.
- 9
Close a few weeks
Lawyers finalise the purchase agreement; the lease is assigned or replaced; funds and keys change hands.
- 10
Hand over weeks to months
Training, introductions to key customers and suppliers, and a calm word with staff. Done well, this protects everyone.
Structure
Asset sale or share sale
How a sale is structured affects tax, liabilities and paperwork. Your lawyer and accountant should lead this decision.
| Asset sale | Share sale | |
|---|---|---|
| What is sold | The assets: equipment, inventory, goodwill, sometimes the lease | The shares of the company, with everything inside it |
| Often preferred by | Buyers, who can leave liabilities behind | Sellers, partly for tax reasons |
| Tax for the seller | Can be less favourable; depends on the assets | May allow the lifetime capital gains exemption if the shares qualify |
| Sales taxes | GST and PST can apply, though a joint GST election may be available | Generally not applicable to the share transfer itself |
| Contracts and lease | Usually need to be assigned, often with consent | Stay with the company, though change of control clauses may apply |
General information only. Speak with your own lawyer and accountant.
Tax, briefly
Two things worth asking your accountant about
Lifetime capital gains exemption (LCGE)
For dispositions in 2026, the CRA lists a limit of $1,275,000 for qualified small business corporation shares. Your shares must meet the qualifying conditions. See the CRA deduction limit page.
The GST election
In an asset sale, buyer and seller may be able to jointly elect so that GST does not apply, if the buyer acquires all or substantially all of the assets. See CRA form GST44. BC PST rules are separate.
The right successor
Vetting a buyer is about more than money
- Have they run something like this before, or will they bring someone who has?
- Is their financing real? Many buyers use bank or BDC acquisition financing, and some use the federal Canada Small Business Financing Program.
- How do they plan to treat staff and customers?
- Will the landlord accept them?
Licensing
Why a licensed agent matters
In BC, helping sell a business for someone else for pay can count as trading in real estate, especially where a lease or land is involved. The BCFSA consumer guide to selling a business explains this, and the rules sit in the Real Estate Services Act. Share sales can be treated differently; your lawyer can advise.
Thinking about selling?
A few details make the first talk useful. Nothing here commits you to anything, and I keep it confidential.