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Business Purchase Agreement (Asset Sale)
NextGen Docs form ND-1126. Search ND-1126 on docs.ngz.ca to make this document again.
Buy or sell a business's assets: what is included, price and allocation, inventory count, HST election, employees, seller's non-compete and closing.
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What you will fill in
- Does any of these apply?
- Seller: name and address
- Buyer: name and address
- Business name and address
- What assets are being bought?
- Purchase price, not counting inventory ($)
- Deposit paid on signing ($)
- How is the price split among the assets?
- Is inventory (stock) included?
- Closing date (the day the buyer takes over)
- Are both of you registered for GST/HST, and is the buyer getting all or almost all of the business?
- What happens to the employees?
Good to know
- Before closing, the buyer should search the Personal Property Security Act (PPSA) registry at ServiceOntario for loans registered against the assets, and require the seller to pay them off and discharge them.
- Ontario repealed its Bulk Sales Act in 2010, so no bulk sales affidavit is needed in Ontario. Get a WSIB clearance certificate for the seller.
- If the seller is a corporation, ask an accountant whether a share sale or an asset sale is better for taxes. Asset sales usually favour the buyer.
Help in your language
Every question comes with help like this. For example, “Does any of these apply?”:
English: We still build the full agreement, but a lawyer should check these situations before you sign.
اردو: کیا ان میں سے کوئی ہے؟ ہم پھر بھی پورا معاہدہ بنائیں گے۔
ਪੰਜਾਬੀ: ਕੀ ਇਨ੍ਹਾਂ ਵਿੱਚੋਂ ਕੋਈ ਹੈ? ਅਸੀਂ ਫਿਰ ਵੀ ਪੂਰਾ ਇਕਰਾਰ ਬਣਾਵਾਂਗੇ।
हिन्दी: क्या इनमें से कोई है? हम फिर भी पूरा समझौता बनाएँगे।
Français: Nous préparons quand même l'entente complète, mais un avocat devrait vérifier ces situations avant la signature.
Questions people ask
How much does the Business Purchase Agreement cost?
It is free to fill in and preview. To download it, buy just this one for $2.99 or use a plan (Monthly $9.99, or Yearly $79); new accounts get 7 days free with no card needed.
Can I fill in the Business Purchase Agreement in Urdu, Punjabi, Hindi or French?
Yes. The finished document is in English, but every question has plain help in English, Urdu, Punjabi, Hindi and French, and you can speak your answers.
Do I need a lawyer?
Many people use this document on their own. If your situation is complicated, or a lot of money or your home is involved, talk to a lawyer or licensed paralegal. In Ontario, the Law Society Referral Service (findlegalhelp.ca) gives a free 30-minute consultation.
Is my information private?
Only you can see your answers. They are saved on your device, and in your own account if you sign in, so you can finish on another device. NextGen Docs is not a law firm and does not give legal advice.