Can I sell my Amazon seller account?

Amazon’s Business Solutions Agreement, as published on Seller Central Canada, is the contract behind a seller account. Its assignment clause is the place to start when asking whether an account can be sold. This page reports what the clause says. It does not predict how Amazon will act on a request, and it takes no view on whether you should sell or at what price.

What the assignment clause says

The agreement states: “You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.” It adds that any attempt to assign or otherwise transfer in violation of that section is void. On its face, then, the agreement points to Amazon’s prior written consent. It does not set out a process for asking, and this page does not describe one. Ask Amazon through its own channels how it handles a request, and get any consent in writing.

The exception for Affiliates

The clause has a proviso: on notice to Amazon, you may assign or transfer the agreement, in whole or in part, to any of your Affiliates, as long as you remain liable for obligations that arose before the effective date. The agreement defines an Affiliate as an entity that directly or indirectly controls, is controlled by, or is under common control with another entity. The proviso names your Affiliates only. It does not mention a buyer outside that group.

Closing an account is not selling it

The agreement lets you terminate your account or the agreement at any time, immediately, on notice to Amazon through Seller Central, email, the Contact Us form or similar means. Terminating ends your agreement, although the agreement says you remain responsible for performing your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination. It does not hand the account to someone else. The agreement defines “you” as the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business), and any of its Affiliates. Whether a share sale of the company that holds the account needs Amazon’s consent is a question for a lawyer, because none of the sources read for this page answers it.

A trademark is a separate asset. Section 48(1) of the Trademarks Act says a trademark, whether registered or unregistered, is transferable, either in connection with or separately from the goodwill of the business. Section 48(2) adds that nothing in subsection (1) prevents a trademark from being held not to be distinctive if, as a result of a transfer, rights to the use of confusing trademarks subsisted in two or more persons and those persons exercised them. The Canadian Intellectual Property Office’s trademarks guide describes submitting documents for registering transfers of ownership. For how a contract clause like this works in general, read what an anti-assignment clause is, the glossary entry on a marketplace seller account, and the guide to selling an Amazon FBA business.