Services · Selling a Business
Selling a business in Ontario
Get the financials, the value, and the structure in order before you go to market. This practice does not broker businesses.
Preparing to sell
Buyers read the statements. They ask why revenue moved, why margins changed, and whether the owner is the business. Preparing to sell is ordinary professional work: clearer reporting, a supportable view of value, and an early look at share versus asset proceeds.
Amir Rosenthal works with vendors in Ontario, including Toronto and the GTA. He does not auction companies and does not promise a price. He does help an owner see what the company is worth, what a buyer will challenge, and how the tax result changes with structure.
Tax and structure before the LOI
Share sales and asset sales land differently after tax. Capital gains treatment, the lifetime capital gains exemption where it applies, and the buyer’s wish for a cost-base step-up all pull in different directions. Modelling those outcomes early—alongside earn-outs, holdbacks, and working-capital adjustments—keeps later negotiations from inventing the tax plan under pressure.
Typical vendor questions
- Is this the year to go to market, or a year to tidy the accounts?
- What would a reasonable buyer pay for this cash flow and this risk?
- Should we be thinking about shares, assets, or a hybrid?
- Who else needs to be at the table: counsel, a broker, a tax specialist?
If you are on the other side of the table, see buying a business. Ongoing accounting is described for Ontario, Toronto, and North York clients.
Further reading: incorporating in Ontario: when it makes sense, and, if the plan is to pass the business to family rather than sell it, Goudreau v. The King: estate freeze and valuation lessons and estate freeze valuation.
Common questions
When should an owner talk to an accountant about selling?
Earlier than the first offer, if possible. Clean financials, a realistic view of value, and tax-aware structure take time. Amir Rosenthal can help a Toronto owner understand what a buyer will examine before the process becomes urgent.
Do you list companies for sale or act as a broker?
No. This practice does not broker businesses. The work is professional: valuation, accounting, tax, and help thinking through share versus asset structure. Brokers, investment bankers, and counsel are used where needed.
How does valuation fit into a sale?
A valuation, or a well-scoped calculation, gives the vendor a grounded range before negotiations. It is not a marketing price. See the business valuation page for the kinds of reports a CBV can prepare.
What about tax on a sale of shares versus assets?
Share sales and asset sales have different tax results for the vendor and the buyer. The right answer depends on the company, the assets, and the parties. That analysis is part of the conversation.
What does “preparing the financials” usually mean?
Bringing statements up to a standard a buyer’s diligence team will accept, separating personal from corporate spending where it has blurred, and documenting revenue, margins, and working capital so questions have answers. How much work is needed depends on how the books have been kept.
Should structure be decided before going to market?
An early view of share versus asset proceeds—and of how earn-outs or holdbacks would change after-tax cash—helps an owner evaluate offers. Final structure is still a negotiation with the buyer and counsel.
Can you work alongside our existing lawyer or broker?
Yes. Sale files are almost always a team. The accountant and valuator role is to keep the numbers, tax, and value support coherent while other advisors run process and documents. This practice does not broker the sale itself.
Complimentary discussion
Call or email. A short first conversation is usually enough to see if the work belongs here.