What records do I need to keep after selling?

Selling the business does not end your record-keeping obligations, and in some ways it adds a new one: you now need records to defend yourself if a buyer raises a claim about something you told them before closing.

Tax and financial records outlive the sale

The CRA sets minimum periods for keeping business records and supporting documents, and selling the business does not shorten that clock, since you may still be reassessed for years the corporation operated under your ownership. Keep copies even if the buyer takes the originals, and confirm the specific retention period that applies to your situation directly with the CRA or your accountant.

What to keep from the deal itself

• A complete, signed copy of the purchase agreement and every schedule attached to it
• The disclosure schedule and anything you represented to the buyer about the business
• Correspondence and due diligence responses that show what was disclosed and when
• Evidence supporting any add-backs or adjustments used to calculate the sale price
• Records of any holdback, earn-out, or vendor take-back terms and how they were satisfied

Watch the survival period

Purchase agreements typically set a survival period during which the representations and warranties you made remain enforceable, and the length varies by the type of claim, with tax and title issues often surviving longer than general business representations. Keep your supporting records at least through the longest survival period in your agreement, since that is the practical window during which you may need to defend a claim.

Hand over the corporate history cleanly

The buyer typically takes the corporate minute book, employee files, and operational records as part of the sale, so agree in writing on who keeps originals and who gets copies of anything you may still need, such as records tied to a personal tax filing or an ongoing personal guarantee. Sorting this out at closing avoids an awkward request to a buyer months later.