Guide
Asset sale or share sale for a BC business in 2027
The fork most owners hit before they go to market.
In 2027, most BC business sales still come down to the same fork: sell the assets, or sell the shares. Buyers often prefer assets. Sellers often prefer shares. Your lawyer and accountant should lead the choice; this page is so you know what they are talking about.
General information only, not legal or tax advice. Confirm with your own advisers before you choose a structure.
Asset sale, in plain words
The buyer picks which assets they want: equipment, inventory, goodwill, contracts they can take over. Liabilities usually stay with you unless you agree otherwise. The lease often needs landlord consent to assign.
Ask your accountant how GST and any GST44 election fit your deal. More on what an asset sale is.
Share sale, in plain words
The buyer buys the company. Contracts, the lease and history usually travel with the shares, subject to change-of-control clauses. Sellers often like this when they may qualify for the lifetime capital gains exemption on qualifying small business corporation shares. The CRA publishes the current limit; your accountant confirms eligibility. See what a share sale is and the lifetime capital gains exemption.
Buyers dig harder on history in a share sale, and may ask for a lower price or stronger indemnities.
Questions to ask before you pick
- Does the lease allow assignment, or a change of control?
- Could the shares qualify for the capital gains deduction? See the CRA limit page.
- Which liabilities must a buyer take?
- How will staff continuity work under BC employment rules?
- Would a slightly lower cash price in the cleaner structure beat a higher price with more risk?
If the company owns land, property transfer tax and share sales often comes into the structure talk. More on asset or share sale. Ready to talk? camappleton.com or book a short call.