What if the lease expires soon after closing?
A lease with little time left is a problem to solve before closing, not after — get the landlord to commit in writing to a renewal or a new term as a condition of the purchase agreement, so you know what you are actually buying rather than discovering the real term only once you already own the business.
For any business that depends on its location, a lease that is about to run out changes what you are actually buying, whatever the financial statements say the business is worth. Resolving it is a condition of the deal, not a detail to sort out afterward once you have already taken possession.
Why this cannot wait until after closing
Once you own the business, your negotiating position with the landlord is generally weaker than it is while you can still walk away from the purchase entirely. A landlord who knows a deal depends on their cooperation has real incentive to negotiate reasonably; a landlord dealing with a new owner who already committed has considerably less reason to move.
What to actually get before you sign
- A written commitment from the landlord to a specific renewal term and rent, not just a verbal assurance that renewal shouldn’t be a problem
- Clarity on whether the deal proceeds on the existing short term with a new term as a subsequent condition, or whether the new term is negotiated first
- An estoppel certificate confirming the lease is currently in good standing on both sides
- A clear answer on what rent applies if the term renews at a market rate rather than at a fixed increase
Making it a condition, not a hope
Build landlord consent to a new or extended term into the purchase agreement as a condition precedent to closing, so that if the landlord will not commit, you are not obligated to complete the purchase on the old, expiring term. This shifts the risk of a difficult landlord back onto the deal itself, rather than onto you personally after you already own the business.
When it is a reason to walk away
If a landlord will not commit to reasonable terms, or asks for concessions that make the location uneconomical, that is a legitimate reason to decline the purchase, however good the underlying business looks on paper. A business without a viable location is a genuinely different business than the one you thought you were buying.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentSelling a business
- 02Treadstone LawLegal commentaryGetting Landlord Consent to Assign a Commercial Lease in an Ontario Business Sale
- 03Treadstone LawLegal commentaryLease Red Flags to Watch For Before Buying a Business in Ontario
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.