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Buying or Selling a Business

Business Purchase & Sale Lawyers in Edmonton

Buying or selling a business is one of the biggest transactions you'll make. We structure the deal, investigate the risks and document the terms so there are no surprises after closing.

Verdicta LLP's business purchase lawyers in Edmonton act for buyers and sellers of businesses across the Edmonton region — structuring share and asset purchases, conducting due diligence, negotiating agreements and closing.

What we handle

  • Letters of intent
  • Due diligence
  • Share purchase agreements
  • Asset purchase agreements
  • Commercial lease assignments
  • Closing & post-closing

Share purchase or asset purchase?

  • Share purchase — the buyer buys the corporation itself, including all of its assets, contracts and liabilities, known and unknown. Sellers often prefer this for tax reasons.
  • Asset purchase — the buyer chooses which assets and obligations to take on. Buyers often prefer this to limit liability, but contracts, leases and permits may need to be transferred.

The right structure depends on liability, tax and practical factors — we work with your accountant to get it right.

Due diligence

Before closing, a buyer should investigate the business, including:

  • Corporate records and ownership
  • Financial statements and tax filings
  • Key contracts, customers and suppliers
  • Leases, permits and licences
  • Employees and obligations to them
  • Litigation and registrations against assets

The purchase agreement

The agreement sets the price, adjustments, representations and warranties, indemnities, conditions and non-competition terms. Careful drafting allocates risk fairly and protects you after closing.

Leases and property

If the business operates from leased premises, the landlord's consent is usually required — see commercial leases. If land is included, see commercial real estate.

FAQ

Frequently asked questions

Have a question that isn't answered here? Call 780-229-4559 or see all FAQs.

Is it better to buy shares or assets?

It depends. A share purchase takes over everything, including liabilities; an asset purchase lets the buyer choose. Tax, liability and practical factors all matter.

What is due diligence?

Investigating the business before you commit — its finances, contracts, employees, liabilities and legal status — so you know what you're buying.

Do employees transfer when a business is sold?

In a share purchase, employment continues with the same corporation. In an asset purchase, the buyer decides whether to offer employment, and there are legal consequences either way. Get advice early.

How long does it take to buy a business?

It varies — often several weeks to a few months, depending on due diligence, financing and third-party consents.

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