Guides for buyers · 8 min read
How to buy a business in Canada: a step-by-step guide
Buying an established business can be a faster path to ownership than starting from scratch. It comes with customers, staff, systems and cash flow from day one. It also comes with risks you don't have when you start fresh: you're paying for someone else's history, and you need to be sure it's what it appears to be.
This guide walks through how buying a small or medium business in Canada typically works, from deciding what you're looking for to your first months as the new owner.
Step 1: Decide what you're looking for
Before you look at listings, write down:
- Industries you know or are willing to learn. Experience in the industry makes financing easier and mistakes less likely.
- Location, and whether you'll relocate.
- Size, both what you can afford and what you can manage.
- Your role: will you work in the business full time, or do you want one with a management team already in place?
- Deal-breakers, such as heavy weekend hours, a single big customer, or a long commute.
A clear brief saves you months of looking at businesses that were never a fit.
Step 2: Work out what you can afford
Most buyers combine three sources of money:
- Your own money (equity). Lenders usually expect you to invest a meaningful share of the price yourself.
- A loan from a bank, a credit union, or the Business Development Bank of Canada (BDC).
- Vendor financing, where the seller lets you pay part of the price over time. See vendor take-back financing.
Talk to a lender early. Many will discuss what they could lend before you've found a business, which tells you your realistic price range and makes you a more credible buyer. Our guide to financing a business purchase explains the options.
Step 3: Build your team
You'll need:
- An accountant to review the financials and help with tax and deal structure;
- A lawyer to review the letter of intent and draft or negotiate the purchase agreement;
- A lender, and possibly a business valuator for larger purchases.
An accountant and lawyer who have worked on business acquisitions before are worth looking for. They'll know what to check.
Step 4: Search for businesses
- Online marketplaces list businesses from owners and brokers. Many listings are blind, showing only the industry, region and size until you sign an NDA.
- Business brokers represent sellers, but they're also a good source of listings. Tell them what you're looking for.
- Off-market opportunities: many owners would sell to the right person but haven't listed. Accountants, lawyers, industry associations and suppliers often know who's thinking about retiring.
Step 5: Evaluate listings and sign NDAs
When a listing interests you, request more information. You'll usually be asked to sign a non-disclosure agreement and share some background about yourself before the seller releases the details. Take this seriously: sellers are choosing which buyers to trust.
Then review the information carefully. Our guide on how to evaluate a business listing covers what to look at and what to ask.
Step 6: Meet the seller and make an offer
Meeting the owner tells you a lot: why they're selling, how involved they are, and whether the business can run without them. If you want to proceed, you'll make an offer through a letter of intent (LOI), which sets out:
- the price, and how it will be paid (cash at closing, vendor financing, any earn-out);
- whether you're buying assets or shares (see asset sale vs share sale);
- the length of due diligence, and any conditions, such as financing or a new lease;
- how long the seller will stay to help with the transition.
Most of an LOI isn't legally binding, but it frames everything that follows. Have your lawyer review it before you sign.
Step 7: Do your due diligence
This is your chance to confirm everything you've been told. With your accountant and lawyer, check the financial statements against tax returns and bank records, review contracts and the lease, look for legal or tax problems, and understand the staff and key customers. Our due diligence checklist shows what to ask for, and our guide to red flags when buying a business covers warning signs.
If you find problems, you can renegotiate the price or terms, ask for protections in the purchase agreement, or walk away. Walking away from the wrong business is a good outcome.
Step 8: Finalize financing and close
While due diligence is under way, your lender completes its own review. Your lawyer negotiates the purchase agreement, arranges for the lease and key contracts to be transferred, and prepares the closing documents. On closing day, funds move through the lawyers' trust accounts and the business becomes yours.
Step 9: Take over carefully
The first months matter. Most successful new owners:
- keep the seller involved for an agreed transition period;
- meet every employee and key customer early, and reassure them;
- avoid big changes until they understand why things are done the way they are;
- watch cash flow closely.
Common questions
How much money do I need to buy a business in Canada?
It depends on the price and the lender, but lenders usually expect you to invest a meaningful share of the price yourself, with the rest from a loan and often vendor financing.
Where can I find businesses for sale in Canada?
Online marketplaces, business brokers, and off-market opportunities found through accountants, lawyers, suppliers and industry associations.
Should I buy the assets or the shares of a business?
Buyers often prefer assets, because they leave old liabilities behind and get better tax deductions. Sellers often prefer shares. It's negotiated, so get advice from your accountant and lawyer.
How Sellvara helps buyers
On Sellvara you can browse Canadian businesses for sale, see a summary of each one, and request access to the full details. Sellers approve buyers after an NDA, so the information you receive is shared with serious buyers only. Start at the marketplace, or read how buying works.
This guide is general information, not legal, tax or financial advice. Every sale is different: talk to your own accountant and lawyer before you decide.
Looking for a business to buy?
Browse Canadian businesses for sale and request access to the details. Sellers share full information with buyers they approve after an NDA.