Do I need a lawyer to buy a business?

Buying a business involves a purchase agreement, searches, and closing steps that are hard to get right without legal training, and the cost of a lawyer is small compared to the cost of an unenforceable clause or a missed liability. Most Canadian small business deals involve a separate lawyer for the buyer and for the seller.

What a business lawyer actually does in a purchase

A lawyer reviews or drafts the letter of intent and the purchase agreement, negotiates representations, warranties, and indemnities on your behalf, and runs the corporate, lien, and execution searches that confirm the business is free of undisclosed claims. They also coordinate the closing itself, including fund transfers, signatures, and registration of any security.

Asset sales and share sales change what a lawyer needs to check

An asset purchase and a share purchase carry different risks and require different documents, and a lawyer helps decide which structure fits your deal before terms are finalized. In a share purchase in particular, the buyer inherits the corporation’s history, so legal review of outstanding liabilities matters even more than in an asset deal.

Where a lawyer’s advice matters most

• Reviewing lease assignment and landlord consent terms, since a lost lease can undermine the value of the whole purchase.
• Negotiating holdbacks, escrow, and survival periods that protect you if a seller’s representations turn out to be wrong.
• Confirming closing conditions are actually satisfied before you release funds or take possession of the business.

Working alongside your accountant

A lawyer handles the legal structure and enforceability of the deal, while an accountant verifies the numbers and advises on tax treatment. The two roles overlap at points, such as structuring an asset sale for tax purposes, so it helps to have both engaged early rather than bringing a lawyer in only once terms are already agreed.