Does splitting asset and share components complicate closing?

A hybrid purchase buys part of a business as shares and part as assets. Each part then follows its own closing path, so the checklist grows. The purchase agreement guide covers the clauses. Here the focus is on regulator accounts, where the two paths visibly differ.

The share component: accounts stay put

Saskatchewan’s WCB says a share sale leaves the assets and liabilities of a company in that corporation, and that after it the new owners are responsible for the existing WCB account and its history, including past due amounts, penalties and experience rating. Ontario’s WSIB says a purchase certificate is not required on a share sale because no new legal entity is created, though the Share Purchase Agreement must be submitted.

The asset component: new accounts and certificates

Saskatchewan’s WCB says that after an asset sale a new account is set up for the purchaser, and it recommends a Section 156 clearance certificate that the purchaser should have before paying any part of the purchase price. Ontario’s WSIB says to get a purchase certificate for asset purchases, requested before the date of sale and valid for 30 days from issue. Alberta’s WCB says a clearance is needed when buying a business, its stock or equipment.

Where the two meet

Timing is the practical problem. Where a WSIB purchase certificate is valid for 30 days, or Saskatchewan’s WCB advises having the clearance certificate before paying any part of the price, the asset steps and the share steps need one agreed sequence on closing day. Ask your lawyer for a single closing agenda that marks which regulator document belongs to which component and who delivers it. Also ask whether the board treats a combined transaction as a sale of the business for clearance purposes, because these pages describe pure asset sales and pure share sales.