Do I need a lawyer to sell my business?

Nothing in Canadian law forces a seller to retain a lawyer before signing a business purchase agreement. The question that actually matters is not whether it is legally required, but what a seller is exposed to by negotiating and signing one without independent legal advice.

The agreement is written to allocate risk, not just record a deal

A purchase agreement is not a receipt for an agreed price — it is where representations, indemnities, survival periods and holdback mechanics are set, and each of those terms shifts risk between buyer and seller in ways that are not obvious from a plain reading. A buyer’s lawyer drafts, or reviews, these terms to protect the buyer; a seller negotiating alone is negotiating against a document built to favour the other side.

Where sellers most often get exposed without one

• Signing representations and warranties broader than the business can actually support
• Missing that a disclosure was needed to qualify a representation, exposing them to a later indemnity claim
• Agreeing to survival periods, indemnity caps or holdback terms without understanding what they mean in practice
• Overlooking assignment or change of control consents needed from a landlord, lender or licensor before closing

What a lawyer is actually doing in the transaction

Beyond reviewing the purchase agreement, a lawyer typically manages the corporate steps needed to close — resolutions, share transfers or asset conveyances, payout of existing debt, and coordinating with the buyer’s lawyer on closing documents and funds. Many of these steps have their own formal requirements, and getting them wrong can delay or unwind a closing that otherwise looked complete.

The cost question sellers usually ask

Sellers often weigh legal fees against the size of the deal and wonder whether it is worth it for a smaller transaction. The more useful comparison is not the fee against the deal size — it is the fee against what an unreviewed indemnity clause, an unfunded holdback or a missed consent requirement can cost after closing, when there is no longer any leverage to renegotiate.