Should I keep the real estate when I sell the business?
Keeping the real estate and leasing it to the buyer gives you ongoing rental income and keeps a valuable asset, but ties you to the buyer as a landlord and can make the deal harder to finance; selling the property with the business simplifies the transaction and often produces a cleaner exit, and which suits you depends on your income needs and how much ongoing involvement you want.
When a business owns its own building, this becomes one of the bigger structural decisions in the sale, and it affects price, financing, tax, and how connected you stay to the business after you leave.
The case for keeping the real estate
Real property held separately from the operating business can be a stable, appreciating asset that produces rental income for years after you sell, and some owners deliberately structure their corporate holdings this way well before a sale, keeping the real estate in a separate entity while selling the operating company. This works best when you are comfortable being a landlord to your buyer and are not looking for a complete, clean exit.
The case for selling it together
Selling the real estate with the business avoids an ongoing landlord relationship with someone you may not know well once the deal closes, and it often makes the deal easier for a buyer to finance, since a lender considering the property as collateral has a more straightforward transaction to underwrite. It also gives you a complete exit rather than one where your income and the business’s continued success stay linked through a lease.
A lease-back changes the buyer’s risk, not just yours
If you keep the property, the lease terms you offer the buyer, length, rent, renewal rights, become a major part of how they evaluate the deal, since an unfavourable lease can make an otherwise attractive business look risky. Negotiate the lease with the same care as the purchase agreement itself, since a buyer’s lender will scrutinize it closely.
Get the valuation and structure right either way
The business and the real estate are typically valued separately, using different methods, and combining or separating them changes the tax treatment of the sale and can affect environmental liability exposure depending on how the deal is structured. This is a decision to make with professional advice well before you go to market, not something to work out during negotiations.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentSelling a business
- 02Treadstone LawLegal commentaryCorporate Law
- 03Treadstone LawLegal commentaryEnvironmental Liability in an Ontario Asset Purchase vs Share Purchase
- 04Business Development Bank of CanadaIndustryHow to sell your business
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