When selling your business there are things that need to be addressed such as how to change ownership, how to deal with employees retention and payroll, capital gains deductions, and a value for any inventory and an amount that can be attributed to the goodwill of the company.
To assist in the purchase, our lawyers can prepare a letter of intent (“LOI”) which will contain the fundamental elements of the proposed transaction, which would the purchase price offered, whether the offer is to buy the assets of the business or the shares of the company (or a hybrid of the two), the proposed closing date, and the conditions of the transaction. Generally the parties will then enter into binding a binding agreement following the signing of the LOI which will contain substantially more detail than the LOI. It will set out the purchase price along with how and when it is to be paid, the closing date, any transition period in which the Seller may stay on as an employee or consultant for the company, the conditions of the deal, and the documents to be exchanged on closing.
Ontario’s Commercial Tenancies Act outlines the relationship, rights and obligations only as between commercial landlords and tenants. There are rights and obligations that both parties to the Lease Agreement should be apprised and our lawyers have the knowledge and experience to explain those rights and obligations so that you enter the transaction with a full understanding of these and other terms and conditions. Our lawyers are fully equipped to negotiate and draft the terms of the Lease Agreement before entering into an unfavourable agreement.
It is important to understand the variety of financing options that may be available to you some of which could include a secured mortgage loan, working capital loan, leasehold improvement loan, privately financed or vendor take back ("VTB") loan. We can discuss the advantages and disadvantages of various financing options which would best serve your needs.
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