What happens if my buyer cannot get financing?
If financing falls through, most deals include a financing condition that lets the buyer walk away and get their deposit back, so the sale ends and you go back to market, which is why it is worth checking a buyers financing plan early, before you take the business off the market for long.
Financing is one of the most common reasons a deal that looked done falls apart, and it usually happens later in the process than owners expect, sometimes weeks before closing.
Why financing conditions exist
Most purchase agreements for small businesses include a condition that lets the buyer walk away if they cannot secure financing by a set date, usually with their deposit returned. This protects the buyer from being locked into a deal they cannot complete, but it also means your deal is not final until that condition is satisfied or waived.
How buyers typically finance a purchase
Small business purchases in Canada are commonly financed through a mix of buyers cash, a bank loan sometimes supported by a federal small business financing program, and seller financing such as a vendor take-back where you finance part of the price yourself. A buyer relying entirely on one lender with no backup plan is a riskier buyer to be under contract with.
What you can do to reduce the risk
Ask about a buyers financing plan and pre-qualification before you take your business off the market for an extended period, and set a reasonable but firm deadline for the financing condition rather than leaving it open-ended. A vendor take-back or a holdback can also make a deal easier to finance by reducing how much the buyer needs from a bank.
If the deal does fall through
If financing fails and the buyer walks away under the condition, you are generally back to square one: deposit returned, business back on the market, though the time lost is real, especially if you paused other conversations or renovations while under contract. Ask your broker or lawyer to build in some protection, like a shorter financing window or a non-refundable portion of the deposit, on any future deal.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Innovation, Science and Economic Development CanadaGovernmentCanada Small Business Financing Program
- 02Innovation, Science and Economic Development CanadaGovernmentCanada Small Business Financing Program — Guidelines
- 03Treadstone LawLegal commentaryHow Sellers Secure a Vendor Take-Back Loan in an Ontario Business Sale
- 04Treadstone LawLegal commentaryEscrow and Holdbacks in an Ontario Business Sale
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