Leasing vs owning your premises, when you sell
If you lease your premises, only the business itself is for sale and the lease has to be assigned or renewed for the buyer to take over, while if you own the real estate, you can bundle the property into the sale, sell it separately, or lease it back to the buyer — each option changes the price, the financing and who the buyer has to satisfy to close.
Whether a business leases or owns the space it operates from does not just affect day-to-day rent — it shapes how the business is sold. A leased premises means the landlord becomes a real party to the transaction, because the lease has to move to the buyer somehow. An owned premises means the owner has a separate asset to decide what to do with, on top of selling the business itself.
Leasing your premises
When the business leases its space, the sale depends on the lease being assigned to the buyer, or the buyer signing a new lease directly with the landlord, and most commercial leases require the landlord’s consent to an assignment. Remaining lease term, renewal options and rent-escalation terms all become part of what the buyer is actually evaluating when they price the business, since a short remaining term with no renewal can change the deal significantly.
- Lease assignment or a new lease with the landlord is usually a condition of closing
- Landlord consent, and how the landlord assesses the buyer’s creditworthiness, can affect timing
- Remaining lease term and renewal terms directly affect how much a buyer is willing to pay
- An outgoing owner who gave a personal guarantee on the lease may need to be formally released
Owning your premises
When the business owns its real estate, the owner has a genuine choice: sell the property together with the business in a single transaction, sell the business and keep or separately sell the real estate, or sell the business while leasing the property back to the new owner. Bundling the property in raises the total price and the financing the buyer needs to arrange, while carving it out and leasing back keeps the seller collecting rent after the sale but requires negotiating lease terms as part of the deal.
- Selling the property together with the business increases the price and the buyer’s financing needs
- Carving out the property and leasing it back gives the seller ongoing rental income after closing
- The buyer’s financing structure often differs depending on whether real estate is included
- A separate valuation of the real estate, apart from the operating business, is usually needed either way
How to choose
For a seller who owns the property, the choice mostly comes down to whether they want the certainty of cashing out the real estate now or the ongoing income of leasing it to the new owner, and how either option affects the pool of buyers who can finance the deal — some buyers can finance a business purchase but not a combined business-and-real-estate purchase. For a seller who leases, there is less choice to make but more to prepare: confirming the lease is assignable, checking how much term is left, and resolving any personal guarantee well before a buyer is found, so it does not stall the sale at the last stage.
Sources
This comparison is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentSelling a business
- 02Treadstone LawLegal commentaryGetting Landlord Consent to Assign a Commercial Lease in an Ontario Business Sale
- 03Treadstone LawLegal commentaryLease Red Flags to Watch For Before Buying a Business in Ontario
- 04Treadstone LawLegal commentaryGetting a Landlord Estoppel Certificate When Selling a Business in Ontario
- 05Treadstone LawLegal commentaryHow Financing Differs Between a Share Purchase and an Asset Purchase in Ontario
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