What should I know before buying into a business as a silent partner?
A silent partner puts in money but not daily work, so secure regular financial reporting, understand what say you do and do not get, know how and when money comes back, plan how you could exit, and ask your lawyer how the structure affects your personal exposure.
Being a silent partner sounds easy: you provide money, someone else does the work. The risk is that you rely on a person you cannot watch closely. Your protections come from the paperwork and the information you insist on before you put money in. Decide what you need to see, what you can influence and how you would get out, and then ask for it in writing.
Secure reporting before you invest
Agree what you will receive and how often, such as financial statements, bank balances and notice of major events. Ask whether you may see the books on request. Without a reporting right you depend on the active partner’s goodwill. Silent should mean not working in the business, not unaware of how it is doing.
Know what say you have
Silent partners usually give up day-to-day control, but you may want a say on large decisions such as new borrowing, selling the business or bringing in other owners. Agree that list up front. Ask your lawyer whether taking on active duties could change how you are treated. Your lawyer can explain how, for your structure.
How money comes back, and how you leave
Ask how and when you are paid, whether through profit shares, repayments or a later sale of your stake. Also agree how you could exit, who could buy you out and what happens if the active partner leaves or dies. The guide on joining an existing business as a partner covers the working-partner route.
Your personal exposure
Confirm with your lawyer how the business is set up and how far your own assets are at risk. That is a question for your lawyer before you invest.
Related reading
11 pages on the same subject, grouped by topic.
Buying
Succession
Selling
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaGovernmentHow to conduct due diligence when buying a business
- 02Business Development Bank of CanadaGovernmentBuying a business? How to protect yourself from potential liabilities
- 03Innovation, Science and Economic Development Canada (Corporations Canada)GovernmentShare structure and shareholders
- 04Business Development Bank of CanadaGovernmentWhat are the steps to buying a business?
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