Can I buy a payroll bureau’s client list without buying the company?
Yes, a client list can be bought on its own, but it is a different deal. Ask your lawyer whether and how clients can be transferred. Each one has to agree to move, authorizations with the bank and payroll accounts have to be redone, and the switch has to fit pay cycles. Ask your lawyer how retention should be handled in the agreement.
A buyer sometimes wants the clients and none of the company: no old contracts, no staff, no history of errors. That can be done, and it is common in small service practices. But a payroll client book is not like a pile of inventory. The clients choose whether to come, and they do it one at a time.
Each client has to say yes
Handing over a list does not move a single client. Each one needs to hear from the seller, meet the new provider and sign a new engagement. Ask the seller to make the introductions in writing and to stay reachable. Check the seller’s client contracts too, since some limit how a client can be transferred. Your lawyer can tell you what applies.
Accounts, authorizations and timing
Switching providers may mean new authorizations with the client’s bank and tax authority, plus a fresh setup in your own software; confirm with your accountant. Plan each switch around the client’s pay cycle and avoid the weeks around year-end where possible. A mistake in the first run damages trust fast. The seller’s staff may know the quirks of each file, so ask what help they can give.
Protecting what you pay for
Because clients can decline, ask your lawyer about terms that deal with clients who move and stay. Ask your lawyer about that, and about how the seller should behave toward those clients afterward. Compare it with a bookkeeping practice sold without the whole firm, and with our guide on buying a payroll services bureau.
Related reading
15 pages on the same subject, grouped by topic.
Buying
- Expert answerHow do I handle payroll on closing day when I buy a business?
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- Expert answerCan I buy a business in stages, with shares now and assets later?
- Expert answerWhat gets prorated on closing day?
- Expert answerWhat hidden liabilities come with a share purchase?
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- Expert answerWhich client types make a payroll service’s revenue more stable once I take over?
Legal
Selling
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentWhat is a payroll deductions account
- 02Canada Revenue AgencyGovernmentPayroll
- 03Business Development Bank of CanadaGovernmentHow to conduct due diligence when buying a business
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