Confirms the corporation's name, share structure and any restrictions on share transfers or business activities. Compare them to what the seller has told you.

Directors' and shareholders' resolutions, director and officer registers. Gaps or missing approvals can mean past share issuances or dividends were not properly authorized.

Proves who owns the shares you are buying. Make sure every issuance and transfer is recorded and every holder is signing, so you receive clean title to 100% of what you are paying for.

Look for rights of first refusal, consent-to-sale requirements, and drag-along or tag-along rights. These can block or reshape the sale, even in an asset deal.

Directors' approval and, where the sale is of all or substantially all of the corporation's property outside the ordinary course, a shareholders' special resolution under the OBCA. Without it the sale can be challenged.

Governs how directors and shareholders act, including approval and signing authority. Check that the sale can be approved the way the seller says it will be.

Private Ontario (OBCA) corporations have been required to keep this register since January 1, 2023. Check that it exists, is current, and matches the securities register.

Confirms the corporation is active and shows its registered address, directors and officers, and filing history. Order it early and again just before closing.

Annual statements for the last three years and current-year interim statements. Your accountant should reconcile them to tax filings and bank deposits.

HST returns plus CRA statements of account for HST and payroll source deductions. Unremitted source deductions can create director liability and, in a share deal, stay with the company you are buying.

Documents behind owner expenses, one-time costs and adjustments that make earnings look higher. The price is usually built on these numbers, so each add-back needs evidence.

In a share deal the company's past tax liabilities stay with it. Review open tax years and make sure the purchase agreement has an indemnity, and ideally a holdback, to cover pre-closing tax.

Shows what was filed and what CRA accepted. Differences between the returns and the financial statements are a reason to ask questions.

Proof that source deductions, EHT and other payroll amounts have been remitted on time. Compare to payroll registers and the CRA account.

Shows collection risk, stretched suppliers and how much working capital the business really needs. Review at signing and again near closing.

All loans, lines of credit, shareholder loans and credit cards with balances and terms. In a share deal this debt comes with the company unless paid out.

An asset purchase may qualify for the election under section 167 of the Excise Tax Act, which can avoid paying HST on the assets. Confirm eligibility and the filing steps before closing.

How the price is split among equipment, inventory, goodwill and other assets affects tax for both sides. Agree it early with your accountant.

Finds lenders and lessors with security over the business's personal property. Registered security must be discharged or dealt with at closing. Ontario no longer has a Bulk Sales Act, so searches like this one do much of the protective work.

Superior Court of Justice, including Small Claims Court, against the corporation, the seller and key principals. Reveals lawsuits you may not have been told about.

Checks whether the seller or the corporation has filed or been subject to a proposal, bankruptcy or receivership.

Finds unpaid judgments registered against the seller or the corporation that can attach to property.

In an asset purchase, the buyer can be held liable for the seller's unpaid WSIB amounts under section 146 of the Workplace Safety and Insurance Act, 1997. A purchase certificate, requested before closing and issued only if the seller's account is in good standing, waives that liability. In a share purchase, any arrears stay with the company you are buying. Either way, ask the seller to authorize release of its account information.

A complete list with copies: customers, suppliers, leases, licences, distribution and service agreements. Start the contract review from this list.

In an asset purchase, contracts do not transfer on their own. Identify which need the other party's consent and build consents into the closing plan.

In a share purchase the contracts stay in place, but many allow the other party to terminate or require notice or consent when ownership changes.

Guarantees or indemnities the business has given for other people's obligations. These can be significant liabilities that do not appear on the balance sheet.

Restrictions the business has given to others (or received) that could limit where or how you operate after closing.

Remaining term and renewal options, rent and additional rent, use clause, relocation or demolition clauses, and any personal guarantees. A short remaining term can undermine the value of the business.

An asset purchase usually requires an assignment of the lease with the landlord's consent. A share purchase may trigger change-of-control provisions. Start the landlord conversation early.

A landlord's written confirmation that the lease is in good standing, the rent is paid up, and there are no defaults. It protects you from surprises after closing.

Include prior service dates, position, pay, hours, leave status and accrued vacation. These drive termination costs and continuity of service.

Termination clauses that do not comply with the Employment Standards Act may be unenforceable, which can mean common-law notice is owed instead.

Overtime, vacation pay, public holiday pay, hours of work and record-keeping. Past non-compliance can be a liability of the business.

Decide which employees the buyer will hire and on what terms. Employees the buyer hires generally carry their prior service with the seller, so plan for that.

Agree who pays notice, termination and severance for employees who are not offered jobs, and price it into the deal.

Workers treated as contractors may be employees in law, which can mean unpaid CPP, EI, tax and employment standards entitlements.

Plan documents, premiums and any obligations that continue after closing, including whether the buyer must replace them.

Claims history affects premiums, and open health and safety orders from the Ministry of Labour, Immigration, Training and Skills Development may need to be fixed. Ask for inspection reports.

PIPEDA permits limited disclosure of personal information to a prospective buyer for a business transaction, under conditions. Check what the business collects, how it was collected, and what you may receive and use.

Key software and subscriptions the business depends on, and whether the licences can be assigned or continue after a sale.

Lawsuits, demand letters, regulatory complaints and disputes with customers, suppliers or employees, including those not yet formal.

Coverage, limits, deductibles and the loss history. Check whether policies can transfer or whether you need new cover on closing day.

History of warranty, refund and return claims, and what the business promised customers. After closing, you may be the one expected to honour them.

Payout statements and discharges for every registered security interest you found in the searches, delivered at or just after closing.

A bill of sale and assignments (asset deal) or share transfers and resignations (share deal), directors' and shareholders' resolutions, landlord consent, and any third-party consents.

A non-compete and non-solicit from the seller, plus the seller's agreed help with training, introductions and handover after closing.