What can I negotiate besides price when buying a business?
Beyond price, a buyer can raise the seller’s training and handover, which assets and inventory are included, the closing date, the conditions that must be met first, access to records and people before closing, and introductions to key staff, customers and suppliers.
A purchase price is one line in a long agreement. The other terms decide who carries which risks, what you actually receive and how smoothly the first months go. Buyers who focus only on the headline number can miss room to improve the outcome elsewhere. Here is a map of the main non-price terms, with pointers to pages that go deeper on each.
Training and handover
How long the seller stays, what they teach and how they introduce you around are all open to discussion. Raise them in the offer, not after it is accepted. The seller’s side of this is described in the seller’s role during the transition, and it helps to know what they expect to be asked.
What is included
Equipment, vehicles, inventory, records, brand names and customer lists can be included or left out, and the list can be negotiated. This page assumes an asset purchase; in a share purchase the company keeps its assets, so anything excluded must be moved out before closing, and your lawyer can explain how that works for your deal. Contracts are a related question, covered in leaving certain contracts behind. A clear written list prevents arguments after closing.
Timing and conditions
The closing date, and the conditions that must be satisfied before it, affect both sides. You may need time to arrange financing or to receive approvals. The seller may want certainty and a short timeline. Trading flexibility on one for firmness on the other is a common way to meet in the middle.
Access and introductions
- Reasonable access to records, premises and key staff before closing.
- Introductions to the customers and suppliers who matter most.
- Notice if something material changes in the business before closing.
Related reading
15 pages on the same subject, grouped by topic.
Buying
- GuideMaking an offer on a business
- Expert answerWhat is a conditional offer on a business?
- Expert answerWhat happens after my offer is accepted?
- ChecklistLetter of intent preparation checklist
- Expert answerWhat are the stages of buying a business?
- Expert answerHow do I find a dog kennel or boarding business for sale?
- Expert answerHow do I check what a dog walking business really earns?
- Expert answerShould I buy a dog walking business or start one?
Legal
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaGovernmentMajor pitfalls to avoid when negotiating a purchase agreement
- 02Business Development Bank of CanadaGovernmentWhat are the steps to buying a business?
- 03Business Development Bank of CanadaGovernmentAfter buying a business, what is the next step?
- 04Business Development Bank of CanadaGovernmentHow to conduct due diligence when buying a business
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