Can I sell a business I inherited but never ran?
Yes, once you have legal authority to sell it. That authority usually runs through the estate, whose legal representative, typically the executor, must settle the deceased’s taxes before distributing assets. A buyer will then want records and operating knowledge, which advisers and staff can help you supply.
Not having run a business does not stop you selling it, but two other questions come first: who has authority to sign, and what the estate still owes. BDC says buyers want to understand financial performance and track record, and an owner who never ran the business can still prepare for that. The order of steps differs from an ordinary sale because the estate comes first.
Who has authority to sell
The CRA says the legal representative is responsible for administering the estate and is typically the executor named in the will, or the liquidator in Québec. A beneficiary who is not the executor may not yet hold the shares or assets, so an estate lawyer should confirm who can sign before any buyer is approached. What happens to my business if I die covers the stage before this one.
Tax and clearance come first
The legal representative must make sure the deceased’s returns are filed and any balance owing is paid before distributing the estate, and the CRA says to apply for a clearance certificate before distributing any assets. A representative who distributes without one can be held personally liable for outstanding tax balances. That can affect when sale proceeds are paid out to beneficiaries. When the business itself is sold, the CRA says a business number may need cancelling, a payroll account must be closed if there are employees, and a GST/HST account is closed through the tax services office.
What buyers will ask that you may not know
BDC lists historic and interim financial statements, projections, tax returns and other records among what buyers ask to see, and describes what a seller gives the new owner, such as getting them up to speed on operations and introducing suppliers. If you never ran the business, lean on the bookkeeper or accountant who did and on staff who know the work, and arrange for them to answer a buyer’s questions. A buyer will test the records in due diligence, so say plainly what you cannot answer.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentRepresent someone who died
- 02Canada Revenue AgencyGovernmentSelling a business
- 03Business Development Bank of CanadaIndustryHow to sell your business
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.