A legal documents checklist for buying a Canadian business covers corporate records, material contracts, intellectual property registrations and litigation history — the paper trail a buyer’s lawyer needs to confirm what is actually being bought and whether it is free of undisclosed claims.
Reviewed
This checklist lists the legal documents a buyer’s lawyer typically requests when reviewing a Canadian small or medium business purchase, and what a gap in each one usually signals. Request the full list early, since some documents — a missing minute book entry, an unregistered trademark — take time to sort out and can delay closing if they surface late.
Confirm the corporate records are complete
Request the full minute book, including all director and shareholder resolutionsA red flag is a minute book with obvious gaps — missing resolutions for major decisions like dividends, financings or a change of directors.
Get a corporate profile report and confirm the business is in good standingA corporation that has fallen out of good standing, for example by missing an annual filing, needs that resolved before a lawyer can confirm clean title to the shares.
Confirm the share register matches who actually shows up as owning the businessA mismatch between who the seller says owns the company and what the official share register shows needs an explanation before closing, not after.
Request any shareholder agreement, unanimous shareholder agreement or side lettersThese documents can contain rights of first refusal, restrictions on transfer or approval requirements that affect whether a sale can even proceed as structured.
Review the material contracts
Request copies of the largest customer and supplier contractsA buyer’s lawyer needs to check each one for an anti-assignment clause, since a contract that cannot transfer without consent can unravel part of the deal’s value.
Ask for any franchise, licence or distribution agreement the business operates underThese agreements frequently require the franchisor’s or licensor’s consent to a change of ownership, and that consent can come with its own conditions or fees.
Get a list of any personal guarantees the current owner has given on business obligationsA guarantee tied to the outgoing owner does not disappear automatically at closing — someone needs to arrange a release or a replacement.
Check intellectual property and litigation history
Confirm who actually owns the trademarks, domain names and any registered IPIt is common for a domain name or trademark to be registered personally to the owner rather than to the corporation, meaning it will not transfer with a straightforward share or asset sale unless that is fixed.
Run an execution and judgment search against the corporation and, where relevant, its ownersAn unresolved judgment can attach to corporate assets, and a buyer wants to know about it before signing, not after a creditor shows up.
Ask for a summary of any current, pending or threatened litigationA seller is generally obligated to disclose this, and an evasive answer to a direct question about lawsuits is itself worth taking seriously.
Gather regulatory and disclosure documents
Get a full list of the licences, permits and registrations the business holdsThis is the starting point for confirming which ones transfer automatically, which need reapplication, and which have conditions that could lapse mid-transaction.
Request copies of insurance policies currently in force, not just a summary of coverageA binder or renewal certificate confirms what is actually covered today, rather than what the seller remembers being covered at some point.
Ask the seller’s lawyer for a draft disclosure schedule early in the processThe disclosure schedule is where a seller lists exceptions to the promises made in the purchase agreement, and reviewing an early draft flags disputes while there is still time to negotiate them.
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.