How do I buy a gas station in Ontario?

A buyer asking how to buy a gas station in Ontario is buying a licensed, safety-regulated operation as much as a retail site. The Technical Standards and Safety Authority, known as TSSA, has a change-of-ownership page covering the licensed facilities it regulates, including retail outlets, and it sets out what a new owner must do. This guide covers what TSSA says about licences when ownership changes, the spill-notification duty in Ontario’s Environmental Protection Act, the workers’ compensation check that applies to asset purchases, and the federal inspection of pumps. It is a list of things to verify, not an opinion on whether a station is worth buying.

TSSA licences do not travel with the sale

TSSA’s change-of-ownership page states that licences are not transferable and that the onus to apply for a new licence falls on the new owner. The same page directs a change of ownership for a retail outlet or bulk storage plant to the TSSA Client Portal, and lists separate forms for other facility types, such as a compressed gas refuelling station or a propane cylinder handling facility. Read the page for the exact category your station falls into. The point for your timeline is that the seller’s licence does not become yours at closing, so find out what TSSA requires from you and how long it takes before you set a closing date.

The spill duty under the Environmental Protection Act

Section 92 of Ontario’s Environmental Protection Act says that every person having control of a pollutant that is spilled, and every person who spills or causes or permits a spill, shall forthwith notify the persons the section lists. Notice what the section turns on: control of the pollutant and causing or permitting the spill. The Act defines a spill as a discharge into the natural environment, from or out of a structure, vehicle or other container, that is abnormal in quality or quantity in light of all the circumstances, and says the duty arises when the person knows or ought to know the pollutant is spilled. Once you run the station and control its fuel, that duty can fall on you. Ask the seller whether any spill has ever been reported, how it was handled and who was notified. Ask for the spill and incident history, any environmental reports on the site and any correspondence with the Ministry, and have an environmental professional assess the property before you waive conditions.

WSIB and asset purchases

WSIB says that if you are buying a business’s assets, you should get a purchase certificate, and that you must request it before the date of sale. If you do not obtain a valid certificate, WSIB may hold the purchaser liable for all amounts owed by the vendor up to the date of sale. WSIB also notes that when shares are sold, no new legal entity is created, so a purchase certificate is not required. Which structure applies is a legal and tax question, so settle it with your lawyer early, and let the answer shape how you request the certificate. Keep a copy of the certificate with your closing documents once WSIB issues it.

Pumps and measurement

Measurement Canada says its programs include approving and inspecting gas pumps and other measuring devices, and investigating complaints of suspected inaccurate measurement. Ask the seller for the inspection records for every dispenser and for any complaint history, and keep those records in your due diligence file. If a dispenser has been replaced or repaired, ask for the paperwork that shows when and by whom, so the file tells a complete story and you are not relying on the seller’s memory of it. A station that cannot show how its pumps have been inspected has given you something to resolve before closing.

What the new-owner licence means for timing

Because TSSA says the onus to apply for a new licence falls on the new owner, the buyer owns this task. Contact TSSA before you sign a firm date and ask what it requires, which forms apply and what it needs from the seller. Ask the seller to cooperate with any form TSSA requires from the outgoing owner. If your closing date arrives before the licence question is resolved, ask your lawyer how the agreement protects you, instead of assuming the station can trade under the seller’s licence.

Environmental findings drive the deal

A station’s environmental history can change the whole decision. Commission an assessment before you waive conditions, and ask counsel how the findings affect the price, an indemnity from the seller, or your decision to proceed. The gas station buyer checklist lists the wider items. Keep your questions factual and in writing so the file shows what was asked and answered.

What to line up before closing

• Contact TSSA about the licence your station needs, and write the steps and timing into the purchase agreement.
• Obtain environmental reports and the spill and incident history, and have counsel advise on how the Environmental Protection Act applies to you.
• Request the WSIB purchase certificate before the date of sale if you are buying assets.
• Collect the pump inspection records and any measurement complaints.
• Work through the gas station buyer checklist alongside this guide.