What legal tasks should I finish in the first 90 days after buying a business?
Update the records that say who owns the business: the corporate registry, the Canada Revenue Agency and any regulator whose licence the business needs. Then confirm what did not transfer on its own, such as permits and accounts, and check that the discharges you were promised were actually filed.
Closing signs the paperwork between you and the seller. It does not tell the Canada Revenue Agency, the corporate registry or a licensing regulator that anything has changed, and each of them knows only what it has been told. The first weeks after closing are when those gaps appear, so treat them as a short list of notifications and confirmations. For what not to touch while you work through it, see what to avoid changing in your first 90 days.
Tell the tax agency and the registry what changed
The CRA says a change of owners, partners or directors may call for different actions, such as changing legal names or registering a new business number and new program accounts. In some cases a change of partners makes the business a new legal entity. The CRA also asks you to make sure the incorporating authority’s registry and the CRA both hold the correct directors’ names. A federal corporation must send Corporations Canada a notice of any change among its directors and, unless it is exempt, keep its register of individuals with significant control up to date, and Quebec’s legal publicity Act requires a registrant to file an updating declaration within a set period after any change.
Find out which licences did not come with the business
Permits often belong to a named holder, not to the business. Ontario’s Technical Standards and Safety Authority, for example, says its licences are not transferable and the onus to apply for a new one falls on the new owner. Other regulators set their own rules. List every licence and permit the business operates under, ask each issuer what it requires after a change of ownership, and do it early so nothing lapses while the paperwork catches up.
Confirm what the seller promised at closing
Promises made at closing still need checking afterwards. If the seller was to have security interests discharged, search the registry again and confirm the discharges were filed. Ontario’s registry guidance tells a buyer, where a loan has been repaid, to insist that the seller have the lender register a discharge before the sale is completed, and the same habit suits a business’s assets. Then gather the signed documents into one file and note any continuing obligations, such as transition help or a holdback, with their dates. The legal documents checklist lists what belongs in that file.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentChange of owners, partners, or directors
- 02Government of Canada (Department of Justice)GovernmentCanada Business Corporations Act, R.S.C. 1985, c. C-44
- 03Innovation, Science and Economic Development Canada (Corporations Canada)GovernmentIndividuals with significant control
- 04Éditeur officiel du QuébecGovernmentP-44.1 - Act respecting the legal publicity of enterprises
- 05Technical Standards and Safety AuthorityRegulatorChange of Ownership
- 06Government of Ontario — Ministry of Public and Business Service Delivery and ProcurementGovernmentRegister a security interest or search for a lien on Access Now
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