Who does what in a business sale — lawyer, accountant, broker?

A Canadian business sale usually involves at least three professionals with genuinely different jobs, and confusing what each one is actually responsible for is a common source of gaps in a deal.

The broker runs the process, not the paperwork

A broker markets the business, often confidentially, screens and qualifies prospective buyers, and negotiates price and structure on your behalf. A broker is not typically a lawyer or an accountant, and should not be relied on to draft binding agreements or give tax advice, even a broker with deep industry experience.

The accountant owns the numbers and the tax structure

An accountant helps get financial statements ready, explains and supports any add-backs to reported earnings, and advises on whether a share sale or an asset sale makes more sense for your tax position. This work often starts before a broker is even engaged, since it affects what the business looks like on paper.

The lawyer drafts and negotiates the binding documents

A lawyer prepares and negotiates the letter of intent’s binding provisions, the purchase agreement, disclosure schedules, and everything needed to actually close, including confirming that closing conditions have been met. Nothing in a sale is legally binding on the core terms until a lawyer has put it in writing and both sides have signed it.

Where their roles overlap on purpose

A broker often coordinates the flow of documents during due diligence, an accountant may be pulled in to explain something a buyer’s advisors flag, and a lawyer may weigh in on how a deal term affects tax outcomes discussed with your accountant. This overlap is normal and usually productive, as long as everyone knows who has final say on their own area.

Why you generally need all three

Skipping any one of the three roles usually just means you or the other side end up doing that work without the training for it, whether that is negotiating without a broker’s market knowledge, signing an agreement without a lawyer’s review, or missing a tax structure that could have saved real money.