Business Sales & Acquisitions Lawyers, Vancouver
Strategic counsel for buying and selling businesses in BC.
Buying or selling a business is one of the most consequential transactions you will make. Romaya Law guides Vancouver and British Columbia clients through every stage — from structure and due diligence to closing — with practical advice that protects your interests and gets deals done.
Every business sale or acquisition carries legal, financial, and operational risk. The structure you choose — share sale or asset purchase — affects your tax exposure, your liability, and the consents you need from landlords, lenders, and counterparties. Due diligence can surface issues that change a deal's value entirely. Purchase agreements, representations, warranties, and indemnities must be drafted to hold up after closing. As a business acquisition lawyer serving Vancouver and all of British Columbia, Romaya Law brings focused commercial judgment to transactions of all sizes, helping buyers and sellers reach closing with confidence.
Share Sale vs. Asset Purchase: Choosing the Right Structure
The two primary structures for buying or selling a business in BC each carry distinct consequences. In a share sale, the buyer acquires the company's shares and inherits its full history — contracts, liabilities, and obligations included. In an asset purchase, the buyer selects the specific assets and liabilities they want, which can offer cleaner liability separation but requires more individual consents and assignments. The optimal structure depends on the nature of the business, the parties' tax positions, and what liabilities the buyer is willing to absorb. Structuring advice early in a transaction can prevent significant complications at closing.
Due Diligence in BC Business Acquisitions
Due diligence is the investigative phase of any acquisition — a systematic review of the target business's legal, financial, and operational affairs before the deal closes. For a buyer, it surfaces undisclosed liabilities, contract risks, employment issues, pending litigation, and regulatory concerns. For a seller, preparing for due diligence means organizing records and anticipating questions. Our Vancouver commercial lawyers conduct and manage due diligence on transactions across British Columbia, ensuring that clients understand what they are buying — or disclosing — before they are legally committed.
Purchase Agreements, Representations, and Warranties
The purchase agreement is the central document in any business sale transaction. It defines the purchase price, closing conditions, the parties' representations and warranties about the business, and the indemnity obligations that protect the buyer if those representations prove false. In BC, the strength and scope of reps, warranties, and indemnities is frequently negotiated — getting this right is critical. A well-drafted agreement allocates risk fairly and provides clear remedies. Our team advises on both the buy-side and sell-side, drafting or reviewing agreements to protect clients' interests through closing and beyond.
Franchise Agreements in British Columbia
British Columbia does not have franchise disclosure legislation, unlike some other Canadian provinces. This means franchisors and franchisees operating in BC rely primarily on the franchise agreement itself and general contract law to define their rights and obligations. For a prospective franchisee, there is no mandated disclosure document or cooling-off period — the franchise agreement is the deal, and its terms govern almost everything. For franchisors expanding into BC, the absence of a disclosure statute does not eliminate legal risk. Legal review of any franchise agreement before signing is essential for both parties.
Closing and Post-Closing Matters
A well-managed closing ties together all the transaction's components: transfer of shares or assets, payment of the purchase price, delivery of required consents, execution of ancillary documents, and registration where required. Post-closing obligations — such as indemnity claims, transition arrangements, and earnout provisions — can be just as significant as the closing itself. Our lawyers coordinate the moving parts of commercial transactions across British Columbia, ensuring that closing conditions are satisfied and that both parties' obligations are clearly documented and enforceable.
How we help with business sales & acquisitions
Transaction structuring
Advising buyers and sellers on share sale versus asset purchase structure, considering tax, liability, and consent implications specific to BC transactions.
Due diligence management
Conducting and managing legal due diligence on target businesses, identifying risks and advising on how they affect deal terms and pricing.
Purchase agreement drafting and review
Drafting and negotiating purchase agreements, representations and warranties, indemnities, and closing conditions for both buyers and sellers.
Franchise agreement review
Reviewing franchise agreements for BC buyers and franchisors, in a province where no mandatory disclosure legislation applies.
Closing coordination
Managing closing deliverables, registrations, and post-closing obligations to ensure a clean, well-documented transfer of ownership.
Frequently asked questions
Explore related practice areas
Speak with us about business sales & acquisitions
Your first consultation is free. We're open 24/7 across Vancouver and BC.