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Buying and Selling a Business or Commercial Property in Ontario: Straight Answers (2026)

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Valuing a restaurant or business, asset vs share deals, HST, commercial leases and which licences transfer when a business changes hands — for buyers and sellers of GTA businesses and commercial property.

16 questions · Last reviewed October 2026 · By Jatin Dua, Broker of Record, RE/MAX Quantum Realty

Valuing a business

How much is my restaurant worth?

Buyers price a restaurant mainly on its owner’s earnings — seller’s discretionary earnings — then adjust for rent, the years left on the lease, the licences and the equipment. A low rent with a long assignable lease is often worth more than the fixtures. There is no published Canadian standard multiple, so be wary of anyone quoting one without your numbers.

Last reviewed October 2026 · Jatin Dua, Broker of Record

What do buyers pay for when they buy a restaurant?

The lease and location first, then proven earnings, equipment and any transferable licences or franchise rights. Buyers discount heavily for a short lease, rent above market, undocumented cash sales or equipment near the end of its life.

Last reviewed October 2026 · Jatin Dua, Broker of Record

How is a dental practice valued?

Mainly on its patient base, recurring hygiene revenue, earnings after a fair dentist’s wage, the lease and the equipment. No Canadian regulator publishes practice sale values, so get a valuation built on the practice’s own financials.

Last reviewed October 2026 · Jatin Dua, Broker of Record

How is commercial property valued?

Usually by income: net operating income divided by a market capitalization rate, cross-checked against comparable sales. Lenders also look at the debt service coverage ratio — how many times the income covers the mortgage payments.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Structuring the deal

Should I buy the assets or the shares of a business?

In an asset sale you buy chosen assets and generally leave the old company’s liabilities behind; in a share sale you buy the company itself, with its history, contracts and liabilities. Sellers often prefer share sales for tax reasons; buyers often prefer asset sales for protection. Licences matter too — some survive a share sale but not an asset sale.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Is HST charged when you buy a business in Ontario?

On an asset purchase HST can apply, but where the buyer acquires all or substantially all of the assets needed to carry on the business and both are registrants, they can usually jointly elect under section 167 of the Excise Tax Act so no HST is charged. Share purchases are not subject to HST.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Can I take over a commercial lease when I buy a business?

Only if the landlord consents to an assignment, as most commercial leases require. Landlords commonly ask for financial statements, a personal guarantee and sometimes a higher deposit or rent; make landlord consent a condition of your offer.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Do I pay land transfer tax on commercial property?

Yes. Ontario land transfer tax applies to commercial property, and Toronto’s municipal land transfer tax applies inside the city. The first-time buyer refunds do not apply.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Does an employer’s obligations transfer when a business is sold in Ontario?

Generally yes: under Ontario’s Employment Standards Act, if the buyer keeps employees on, their service with the seller usually counts as continuous for entitlements such as notice and severance. Factor this into the price.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Licences that do and don’t transfer

Can a pharmacy licence be transferred when you buy a pharmacy?

No. An Ontario pharmacy’s Certificate of Accreditation is not transferable; the Ontario College of Pharmacists treats buying a pharmacy as opening a new one, and the application must be made at least 45 days before the new owner opens.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Does a daycare licence transfer when a child care centre is sold?

Not in an asset sale: Ontario’s Child Care and Early Years Act says a licence is not transferable, so the buyer needs a new licence. In a share sale the licensed corporation stays the same, so no new licence is needed.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Can a cannabis store licence be transferred in Ontario?

Yes, since 1 January 2025 a Retail Store Authorization can be transferred, and a transfer skips the public-interest and 150-metre school-distance tests that apply to a new authorization.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Who can own a physiotherapy or veterinary clinic in Ontario?

A physiotherapy professional corporation must be owned by physiotherapists, though a separate management company can involve non-physiotherapist investors. Ontario’s current veterinary law does not restrict who can own the veterinary business itself.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Commercial property

What should I check before buying commercial property?

Zoning and permitted uses, the leases and tenant covenants, environmental history (a Phase I environmental site assessment, and Phase II if needed), building condition, property tax and any outstanding work orders. Lenders usually require the environmental and appraisal reports.

Last reviewed October 2026 · Jatin Dua, Broker of Record

How much down payment do I need for commercial property?

Typically 25% to 35% or more, depending on the property type, tenants and lender, because commercial mortgages do not have residential default insurance. Owner-occupied small-business purchases can sometimes use government-backed small business financing.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Is commission negotiable on commercial deals?

Yes, as with residential, commercial commission is set by agreement with the brokerage — often as a percentage of price or, for leases, of the total rent over the term.

Last reviewed October 2026 · Jatin Dua, Broker of Record

Didn’t find your question?

Ask me directly and I’ll answer it properly — including when the honest answer is to wait. Call or text 833-330-1925, book a 15-minute call, or try Ask JD, the AI concierge on this site.

Jatin Dua · Broker of Record · RE/MAX Quantum Realty · Toronto and the GTA

General information, current as of October 2026. Not legal, tax, accounting or mortgage advice. Rules, rates and program terms change; confirm your own numbers with your lawyer, accountant and lender before you rely on them. Market figures are averages or medians across whole areas, not any one home. Commission is negotiable and nothing here is a quote. Jatin Dua, Broker of Record, RE/MAX Quantum Realty Inc., Brokerage, Unit 101, 799 The Queensway, Toronto. Each office independently owned and operated. Not intended to solicit buyers or sellers currently under contract with another brokerage. E. & O.E.
Call or text 833-330-1925
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