CANADA

Prepare an Affidavit of Bona Fide Purchase with this template form for the purchase of a business in Canada.

• The Affidavit must be sworn by an officer of a company that is purchasing the assets of a business.
• The Affidavit attests that the purchase is a bona fide purchase and is not being made for the purpose of keeping the assets out of the hands of creditors.
• This form can be used in any Canadian province or territory. A French language version may be required in some provinces.

Selling shares or assets of a Canadian business? Provide the purchaser with this Affidavit of Residency of Vendor.

• The Affidavit is made under section 116 of the Income Tax Act (Canada).
• The Affidavit must be sworn by either the vendor (if an individual) or a corporate officer (if the shares being transferred are owned by a company).
• The vendor attests that it is not a non-resident of Canada, as that term is defined in the Income Tax Act.
• This free form is provided in MS Word format. Easy to download, print and fill in.
• Intended for use only in Canada.

Purchase the assets of a Canadian business with this comprehensive Asset Purchase Agreement.

• The business is sold as a going concern, including assets, inventory and goodwill.
• The amount of the purchase price allocated to inventory will be adjusted prior to closing based on the actual physical inventory at that time.
• The transaction is conditional in part upon the parties completing all of their covenants that must be performed prior to closing.
• Schedules include Definitions, Representations and Warranties of Seller, and a Non-Competition Agreement are included in this package.
• The Asset Purchase Agreement package is available in MS Word format and is fully editable to fit your specific needs.
• Intended for use only in Canada.

Before you purchase a business, make sure you consider all the issues with this free Due Diligence Checklist for Canadian companies which lists the items you need to review, including:

• corporate records;
• financial information;
• contractual arrangements;
• assets and property;
• employee relations and benefits;
• tax matters.

This is a free downloadable file prepared for use in Canada.

Negotiate the purchase of a Canadian business with this Letter of Intent to Purchase Assets of Business template for Canada.

• A letter of intent is not a legal contract, except for certain provisions such as confidentiality clauses which prohibit either party from disclosing any confidential information belonging to the othe rparty.
• The buyer is offering to purchase all of the assets and goodwill of the business from the seller.
• If the parties fail to execute a formal Purchase & Sale Agreement within a specified number of days, the letter of intent will expire.
• If the seller fails to go through with the transaction for no reason, the seller agrees to pay the buyer's costs and a specified amount as liquidated damages.
• This template LOI can be used in any Canadian province or territory.
• A signed letter of intent signals to other interested parties that you're already in negotiations to buy the business. Download the template and get it in writing now.

This information package and checklist is for you if you're planning to buy or sell a business in Canada that is valued in excess of $1 million. You'll discover:

• How to reach a common understanding so you can make the best possible deal for both parties.
• Value and price are not the same thing.
• A comparison of asset sales vs. share sales.
• Different methods of evaluation.
• How goodwill can be evaluated.
• How to calculate normalized sustainable future earnings.
• How to assess the buyer's risk.
• Recasting historical numbers and predicting future numbers.
• How to bridge the gap by sharing the risk, the burden and the tax shield.
• The information applies equally to share sales and asset sales.

The most difficult issue in negotiating the purchase or sale of a business is negotiating price. Download this package and learn the ins and outs of successful price negotiations from an expert.

Write an offer to purchase the assets, inventory and supplies of an Ontario business with this downloadable template.

• Once accepted by the seller, the Offer to Purchase becomes a binding agreement of purchase and sale between the parties.
• The offer is conditional upon the purchaser receiving financing sufficient for the transaction.
• The purchaser will take over the lease on the business premises and assume certain liabilities.
• The purchaser is responsible for paying HST on the transaction.
• The purchaser will pay the value of current inventory and supplies on hand as of the closing date, valued at lower of cost and net realizable value, as determined by the parties after conducting a physical inventory.
• The parties will cooperate in obtaining any third party consents required to complete the transaction.
• The parties will jointly file an election under section 167 of the Excise Tax Act.
• Available in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

Have you decided to buy an established business in Ontario? You can write up your offer to purchase the assets and shares of the company with this downloadable template.

• The offer is for the assets (excluding cash on hand and receivables) and the shares, but not the debt obligations of the company.
• Upon being accepted, the offer automatically becomes a legally binding purchase and sale agreement.
• The buyer will not assume any of the business liabilities except for the premises lease, maintenance contracts and salaries of employees that will be kept on after the closing.
• The parties agree to review and make any adjustments to the purchase price six months after closing.
• It is the seller's responsibility to terminate employees, prepare financial statements, file the final income tax return and pay corporate taxes as of the closing date.
• This is a downloadable fully editable template in MS Word format.
• Intended for use in the Province of Ontario, Canada.

You can easily write an offer to buy the assets and property of a restaurant with this downloadable template Offer to Purchase for the Province of Ontario.

• The offer becomes a legally binding agreement of purchase and sale once it has been accepted by the seller.
• On closing, the buyer will pay the seller the value of liquor, food and beverages on hand, valued at either cost or net realizable value, whichever is lower.
• The buyer is not required to purchase inventory older than two months or inventory which is unsaleable or unusable.
• The buyer is responsible for remitting the GST applicable to the sale. The buyer will also pay retail sales tax on the purchased assets.
• The seller will give the buyer reasonable access to the premises, books and records of the business to enable the buyer to conduct its due diligence investigation.
• The agreement contains the standard representations and warranties of each party.
• The seller agrees not to carry on or be involved with a competing business within an agreed proximity to the restaurant, and will not solicit customers or employees from the business.
• The Offer to Purchase form is intended for use within the Province of Ontario, Canada.

Acquire the assets of an Ontario corporation with this Purchase Agreement for Assets of Operating Company.

• The seller (vendor) sells the assets of a company to the purchaser and the purchaser assumes the company's liabilities as part of the purchase price.
• The balance of the purchase price will be secured by a promissory note.
• The parties agree to file joint elections under sections 22 and 97(2) of the Income Tax Act (Canada) and as required under the Ontario Corporations Tax Act.
• The form includes a Section 116 Affidavit to be sworn by a corporate officer of the vendor, if applicable.
• The form also includes a Promissory Note.
• This is a fully editable legal template intended for use only in the Province of Ontario, Canada.

Set out the terms of a transfer of depreciable property as part of the sale of a business with this Canada Property Transfer Agreement.

• The parties agree that the property is being transferred at fair market value.
• The purchaser agrees to issue shares in its capital stock to the seller and assume any outstanding encumbrances on the property as payment of the purchase price.
• The parties agree to make a joint Section 85(1) election under the Income Tax Act (Canada).
• The parties mutually indemnify each other with respect to the transfer.
• The agreement sets out the manner of arriving at an agreed amount for depreciable property subject to subsection 85(5.1) of the Act, and eligible capital property subject to subsection 248(1).
• The parties intend that the purchase price for the assets be an amount equal to the fair market value of the assets at the date of the agreement.
• This template is available in MS Word format, and is fully editable to fit your circumstances.
• This legal document is governed by Canadian tax laws.

Set the terms for payment of royalties on intellectual property with this contract template for Canadian businesses.

• This agreement covers royalties accruing on intellectual property that was developed by the seller, which is being transferred to a purchaser as part of a transfer of business assets.
• The intellectual property will continue to be used by the purchaser in connection with the business operations, and royalties will continue to accrue.
• The purchaser agrees to pay the seller an ongoing royalty for a specified number of years following the closing of the purchase and sale transaction.
• The royalty will be calculated based on the customer base and non-exempted gross earnings of the business.
• This Royalty Agreement refers to the laws of Canada. It can be used in any Canadian province or territory. A French language version may be required in Quebec.