Can I buy shares of one company and assets of another in the same deal?

Yes. Nothing stops a buyer from taking the shares of the operating company and, in the same transaction, buying certain assets from a different entity, such as a related company, a holding company or the owner personally. The result is two deals that must work as one. Each half has its own checks, paperwork and risks, and the parties usually want them to close together or not at all.

The share half

When you buy shares, the corporation carries on as the same legal entity under new owners, so everything it owes stays with it. Ontario’s Business Corporations Act says shareholders are not, as shareholders, liable for the corporation’s obligations, but those obligations now sit inside the company you own. Which statute governs depends on where the company was formed, so find out what the company already owes.

The asset half

Assets bought from another entity come only as listed, so search for registered claims against them. Ontario says a buyer’s search can show that a lender may have rights in the goods. 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, which may bear on this half, while the share half is a separate tax question for your accountant.

Tie the two halves together

Price, timing and conditions in one half affect the other, so the agreements should say whether either can close alone, how the total price is divided between shares and assets, and what happens if one half stalls. The Competition Act treats buying shares or assets of all or part of a business as a merger, and where one transaction is completed through both a share and an asset acquisition, its notification rules add the asset values and revenues together for the size test. Share sale vs hybrid sale compares the structures.