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Asset Purchase vs. Share Purchase Part 2
Taimoor Qureshi
March 16, 2023
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In a previous blog post, we outlined some key items to consider when taking part in a share purchase.
In this post, we will go over vital issues to take into account when acquiring interest in a business via an asset purchase
An asset purchase means that you as purchaser either individually or via your corporation are buying an existing asset from another individual or a corporation.
The type of asset(s) being purchased could vary from something as small as a singular piece of machinery equipment to as large as a fully operational business with numerous assets and employees.
Items to look into include but are not limited to whether any items being purchased are pledged as collateral via a PPSA registration for any loans the business/owner may have borrowed; whether the premises on which the business being purchased is tenanted and require you as the Purchaser to takeover an existing lease; whether the business has any existing employees whose employment contracts have to be assumed; whether the business is up to date with all of its necessary tax filings etc.
It is very important to have to carry out very thorough due diligence when entering into such types of transactions as such you may want to make sure that the Asset Purchase Agreement is conditional on certain due diligence including a solicitor review condition.
Please feel free to contact one of our lawyers should you have any questions on this matter! Simply email us info@kormans.ca or call (905) 270-6660!
Taimoor’s practice areas include Commercial law; Commercial Leasing; Corporate law; Mortgages; Residential Real Estate; and Wills and Estates.Taimoor was called to the Bar of Ontario and joined Kormans LLP in January 2019.Prior to joining Kormans LLP, Taimoor articled and clerked for boutique law firms where his exposure to residential and commercial matters from beginning to end helped develop his knowledge and skills in the aforementioned areas of la.
Taimoor is a strong believer in efficient client communication and does his best to keep clients as up to date as possible along all steps of a transaction.In his spare time, Taimoor is an avid follower of all major sports and enjoying the outdoors during the summer months.
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Discover how Limited Liability Partnerships (LLPs) in Ontario protect professionals like lawyers, accountants, and architects while allowing collaboration, resource-sharing, and individual liability protection.
In this blog post, we will cover in further detail some of the other key items that are important to consider when accepting HST indemnity from the Buyer for the HST self-remittance.
There is an all-too-common misconception by some Buyers and even by some Buyers’ professional, licenced realtors that the time period for the delivery of a Deposit pursuant to a resale Agreement of Purchase and Sale (APS) effectively provides the Buyer with a cooling-off period. The mistaken belief is that the Buyer has until the time and date specified in the APS for the delivery of the Deposit to have Buyer’s remorse for whatever reason and therefore elect to terminate the APS by not delivering the Deposit.
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