What if the seller wants part of the price in cash?
A request to pay part of the price in cash, outside the documented purchase agreement, is generally an attempt to understate the price reported for tax purposes, and it exposes a buyer to real legal and financial risk — from a purchase price and cost base that no longer match what you actually paid, to potential association with a false statement made to the CRA.
A seller asking for part of the purchase price outside the paperwork is not a negotiating quirk — it is a specific request that the true price paid not match the price reported, and it carries consequences that land on both sides of the transaction, not only on the seller.
What this exposes a buyer to specifically
- A documented purchase price and cost base that no longer reflect what you actually paid, which affects future tax calculations tied to the business or its assets
- Potential exposure to HST or GST calculated on an understated price, where a taxable sale is involved
- Association with a document submitted to the CRA that does not reflect the actual transaction, which is a legal exposure in its own right, separate from the seller’s
- No enforceable record of the full amount actually paid, since only the documented price has the protection of the written agreement
What it signals about the rest of the deal
A seller willing to misstate an official number to the CRA is telling you something about how they are willing to treat other representations in the deal, not only the price. Treat the request as a serious signal about the rest of what you have been told, not as an isolated ask you can simply decline and move past unchanged.
What a buyer should actually do
Insist that the full purchase price be documented in the agreement, decline any request to pay part of it outside that document, and say so plainly if the seller pushes further. This is not a term to negotiate a compromise on — the appropriate response is refusal, followed by a conversation with your own lawyer about whether to continue with this seller at all.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentSelling a business
- 02Treadstone LawLegal commentaryHST on the Sale of Business Assets in Ontario: The Default Rule
- 03Treadstone LawLegal commentaryTax Law
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