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What is the sale of a business?

In Quebec, sale of a business can be made by a sale of assets or by a sale of shares, if the business is operated by a business corporation.

In the first case, the purchaser acquires all the assets which make up the business itself: name, equipment, patents, inventory, goodwill, etc. This is what we often call the "sale of business assets".

In the second case, the purchaser acquires all the shares issued by the business corporation which operates the business and so becomes its sole shareholder and owner.

The difference between both modes of acquisition is that, in the case of a sale of shares, the purchaser continues the legal personality of the business : it so preserves all the rights and permits existing in the name of the business but also assumes all the existing debts. Fiscally, the sale of his shares can also make the seller benefit from the exemption of capital gain as permitted by the Income Tax Act (Canada) and the Taxation Act (Quebec).

On the other hand, in Quebec, in the case of a sale of assets, the purchaser does not assume the existing debts of the business but it will eventually have to renew the rights and permits necessary for its operation.

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