Selling
Selling a business in BC, step by step
Selling a business in BC means preparing, pricing, finding the right buyer, and handing over with care.
On this page
- Ten steps, from first talk to handover
- Fix the lease before you have a buyer
- How a sale actually runs, from teaser to close
- Five things I’ve learned about deals
- Asset sale or share sale
- Two things worth asking your accountant about
- Vetting a buyer is about more than money
- Why a licensed agent matters
- Thinking about selling?
The seller journey
Ten steps, from first talk to handover
Timeframes are rough and every sale is different. A well prepared business often moves faster; a complicated one can take longer.
- 1
A quiet first talk about an hour
What you want from a sale, your timing, and what matters beyond price. No obligation, no paperwork.
- 2
Get the house in order often 3 to 12 months
Clean financial statements, documented processes, and less reliance on you personally. Your accountant is central here.
- 3
Understand value a few weeks
Normalise the numbers into seller’s discretionary earnings (SDE) or EBITDA, and agree a realistic range. See value.
- 4
Check the lease and property a few weeks
Term remaining, renewal options, assignment clauses and landlord consent.
- 5
Prepare the package 2 to 4 weeks
A short anonymous teaser and a fuller information package for buyers who sign a non disclosure agreement (NDA).
- 6
Find and vet buyers often 2 to 6 months
Approach suitable buyers quietly, check their experience and financing, and narrow to people who are a real fit.
- 7
Agree the terms a few weeks
Price, structure, timing, any vendor financing and your transition role, set out in a letter of intent (LOI). See vendor financing.
- 8
Due diligence often 30 to 90 days
The buyer, their lender and their advisors check the books, contracts, staff and premises. Expect questions.
- 9
Close a few weeks
Lawyers finalise the purchase agreement; the lease is assigned or replaced; funds and keys change hands.
- 10
Hand over weeks to months
Training, introductions to key customers and suppliers, and a calm word with staff. Done well, this protects everyone.
The lease
Fix the lease before you have a buyer
For most small businesses in BC, the lease is one of the most important things a buyer is getting. A great business with eighteen months left on its lease is a hard sell. Lenders often look closely at how long the lease runs compared with the loan.
The timing matters. Once a landlord knows you’re selling, they know you need something from them, and that changes the conversation. Sorting the lease a year or two before you go to market, as an ordinary tenant, is usually far easier.
This is my day job. I’m a commercial real estate agent, so I read leases, talk to landlords and negotiate renewals all the time. When I help sell a business, the lease gets the same attention as the price.
- Term
- How many years are left, including any options? Buyers and lenders look at the total runway, not just the current term.
- Renewal options
- Are there options to renew, and how is the rent set when you use them? Fixed increases are easier to plan around than “market rent” with no detail.
- Assignment
- Can you assign the lease to a buyer? Most leases need the landlord’s consent, and some say it can’t be unreasonably withheld. Read exactly what the landlord can ask for.
- Landlord consent
- Expect the landlord to want the buyer’s financials and experience, and sometimes a personal guarantee or a bigger deposit. Plan for a few weeks.
- Change of control
- In a share sale, the lease stays with the company, but some leases treat a change in ownership like an assignment. Check for that clause too.
- Demolition and relocation
- Some leases let the landlord end the lease early to redevelop. A buyer will find it, so you should find it first.
General information only. Your lawyer should review the lease before you sign anything with a buyer or a landlord.
The deal
How a sale actually runs, from teaser to close
The order of these steps protects you. Each one gives the buyer a bit more information only once they’ve given a bit more commitment.
- 1
Teaser 1 to 2 weeks to prepare
A short, anonymous one-pager: what the business does, roughly where, its size and why it’s a good opportunity. No name, no address.
- 2
Non disclosure agreement (NDA) days
Interested buyers sign before they learn who you are. I also check that they’re a real fit before they get any further.
- 3
Overview 2 to 4 weeks to prepare
A fuller information package: history, team, customers (without names), the lease, the financials and the adjustments. Buyers use it to decide whether to make an offer.
- 4
Letter of intent (LOI) a few weeks
The buyer puts price, structure, financing, conditions, the due diligence period and your transition role in writing. Most of it isn’t binding, but confidentiality and exclusivity usually are.
- 5
Due diligence often 30 to 90 days
The buyer, their accountant, lawyer and lender go through the books, contracts, staff and premises. Have the documents ready before you start.
- 6
Close a few weeks
Lawyers draft the purchase agreement, the landlord consents or signs a new lease, money moves through trust, and you hand over the keys.
Five things I’ve learned about deals
- Sign the LOI before the deep dive
- Agree on price and the main terms in a letter of intent before a buyer spends weeks in your books. If they go through everything first and then name a number, you have very little room left to say no.
- One buyer isn’t a market
- One friendly conversation feels easier, but you have no way to know if the offer is fair. A few qualified buyers on a clear timeline give you a real comparison.
- Time kills deals
- Every extra week is a chance for a slow month, a staff change or a nervous lender. Have your documents ready before you start, answer questions quickly, and keep everyone moving.
- Don’t negotiate with yourself
- No price cuts before there’s a written offer. Know your walk-away number before the first meeting, and let the buyer make the next move.
- No “try it out” before closing
- A buyer who wants to work in the business before it’s theirs is learning your customers and staff with nothing signed. Agree on a training period after closing instead.
Have your answer ready for “why are you selling?” too. Every buyer asks it early. Retirement, health, a new venture or simply being ready are all fine answers when they’re true and said plainly. A vague one makes people wonder what’s wrong. Keep the deal simple as well. Every extra moving part is another reason for someone to back out.
Structure
Asset sale or share sale
How a sale is structured affects tax, liabilities and paperwork. Your lawyer and accountant should lead this decision.
| Asset sale | Share sale | |
|---|---|---|
| What is sold | The assets: equipment, inventory, goodwill, sometimes the lease | The shares of the company, with everything inside it |
| Often preferred by | Buyers, who can leave liabilities behind | Sellers, partly for tax reasons |
| Tax for the seller | Can be less favourable; depends on the assets | May allow the lifetime capital gains exemption if the shares qualify |
| Sales taxes | GST and PST can apply, though a joint GST election may be available | Generally not applicable to the share transfer itself |
| Contracts and lease | Usually need to be assigned, often with consent | Stay with the company, though change of control clauses may apply |
General information only. Speak with your own lawyer and accountant.
Tax, briefly
Two things worth asking your accountant about
Lifetime capital gains exemption (LCGE)
For dispositions in 2026, the CRA lists a limit of $1,275,000 for qualified small business corporation shares. Your shares must meet the qualifying conditions. See the CRA deduction limit page.
The GST election
In an asset sale, buyer and seller may be able to jointly elect so that GST does not apply, if the buyer acquires all or substantially all of the assets. See CRA form GST44. BC PST rules are separate.
The right successor
Vetting a buyer is about more than money
- Have they run something like this before, or will they bring someone who has?
- Is their financing real? Most buyers borrow through their own bank or a commercial banker, and some use the federal Canada Small Business Financing Program.
- How do they plan to treat staff and customers?
- Will the landlord accept them?
Licensing
Why a licensed agent matters
In BC, helping sell a business for someone else for pay can count as trading in real estate, especially where a lease or land is involved. The BCFSA consumer guide to selling a business explains this, and the rules sit in the Real Estate Services Act. Share sales can be treated differently; your lawyer can advise.
Thinking about selling?
A few details make the first talk useful. Nothing here commits you to anything, and I keep it confidential.