Can I buy just the equipment and inventory without the corporation?

Yes. A business’s equipment and inventory can be sold on their own, leaving the corporation, its contracts and its staff with the seller. That is an asset purchase in its narrowest form: you own what the agreement lists and nothing else. Because you are buying listed items rather than a company, your first questions are about the items themselves, and who else may have rights in them.

Search for lender claims first

Lenders often take security over a business’s equipment and inventory, and provincial registries record those claims. Ontario’s guidance says a search can show that a seller has a loan and that the lender may have rights in the item being bought, so the buyer can contact the lender. Alberta lists machinery among items that can be registered as a lien, and British Columbia advises searching before you buy personal property privately. Ask for the lender’s written release before you pay.

How the purchase is taxed

Equipment is depreciable property. The CRA explains that you cannot deduct its full cost in the year you acquire it; the deduction is spread over several years as capital cost allowance. Separately, the CRA’s GST44 form lets the parties elect that GST/HST not apply to the sale of a business or part of a business. Whether a purchase of loose equipment and inventory qualifies is a question for your accountant, not an assumption.

What stays behind

Anything the agreement does not list stays with the seller: the corporate name, customer contracts, supplier terms, the lease, licences and employees. Each has to be arranged separately, and some may need the other party’s consent. The wider list of purchase hazards is in the biggest risks when buying a business, and a lawyer can tell you which apply to this deal.