Transferring a liquor licence on a business sale — Nova Scotia

Nova Scotia treats the sale of a licensed establishment as a licensing event. The Liquor Licensing Regulations made under the Liquor Control Act say that a permanent licensee may transfer a permanent licence only if the Executive Director approves the transfer. The province’s own guidance says the same thing from the buyer’s side: businesses, societies and non-profits that buy a licensed establishment need to apply for approval to transfer the existing licence to their name or company name. The Alcohol, Gaming, Fuel and Tobacco Division of Service Nova Scotia administers the process. What follows is how the rule works, and where a deal can trip it.

The rule and its one flat exception

Section 20 of the regulations allows a permanent licensee to transfer the licence only with the Executive Director’s approval under section 21, and then adds that a club licence is not transferrable. The province’s transfer page repeats that Club Liquor Licences are not transferrable and tells people to contact the Division for more information. If the business being sold holds a club licence, there is no transfer route to plan around, so ask the Division early what the buyer must do instead.

What the buyer must satisfy

Under section 21(2), the Executive Director may approve a transfer only if the person receiving the licence meets the same eligibility requirements as an applicant for a new permanent licence and complies with section 3 of the regulations. Section 8 sets criteria for a permanent licence to be granted, renewed or transferred, including that the applicant is the owner or lessee of the premises or holds an option to purchase or lease them, and that the Executive Director is satisfied operation will not interfere with the quiet enjoyment of neighbouring properties, or interfere with or cause inconvenience to schools, churches, hospitals, nursing homes or similar institutions. A buyer who has not yet secured the lease or the purchase of the premises has a gap to close before approval.

The application and what it asks for

The application goes to the Executive Director with the transfer form and the fee. The province says the applicant must be 19 or older and authorized by the organization, that both the current and the new licence holders must be available to complete and sign parts of the form, and that the form must be notarized. The Division’s transfer form lists an organizational chart, criminal history applications, a deed or lease, purchase agreements, a floor plan, a menu, a food establishment permit and, if renovating, fire official approval with occupancy. Ask the Division which of those can be filed before closing, since a purchase agreement and a deed or lease are on the list.

Timing and conditions

The Government of Nova Scotia’s transfer page says approval should take 2 weeks, and can take longer if more information is needed or the application has not been filled in correctly. Treat that as the province’s statement of expectation, not a guarantee. Section 21(3) also lets the Executive Director impose conditions on a transfer, so the approval a buyer receives may carry terms that were not in the seller’s licence. The province also publishes a separate policy on transferring ownership and on changing the size, structure or location of a licensed establishment, and it covers what happens to video lottery terminal registration certificates when ownership changes.

When the owner changes but the licensee does not

Section 30 closes the share-sale workaround. Under section 30(1) of the Liquor Licensing Regulations, if a corporate licensee’s shares are redistributed in a way that does not change control, the licensee must notify the Executive Director in writing no later than 30 days after the redistribution. Any other change in the share structure or ownership of a corporate licensee is considered a transfer, and approval under section 21 is needed before the change is made. A change in the ownership of a partnership licensee is likewise a transfer needing prior approval. So whether the buyer takes assets or shares, the question to put to the Division is the same.

• Confirm the class of licence and whether it is a club licence before pricing the deal.
• Secure the lease, deed or option on the premises early, since the regulation asks about it and so does the form.
• Line up the seller’s signature and a notary for the form ahead of the closing date.
• Ask whether any licence conditions, such as hours, will be carried over or reset.
• Ask about video lottery terminal certificates if the premises have them.