Published 12 September 2026 · By Jatin Dua, Broker of Record, RE/MAX Quantum Realty
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Get My Free Estimate →An Ontario retail fuel outlet licence is not transferable. O. Reg. 217/01 s. 25(1) says it in four words, and s. 25(2) says that where the licence holder changes, the new party shall immediately apply for a licence to operate the facility. You get one concession: s. 25(3) lets a person operate a previously licensed facility for up to 90 days after submitting an application, pending receipt of the new licence. TSSA says the same on its own change-of-ownership page. So the first thing I want on a fuel deal is not the financials. It is confirmation that the buying entity can hold the licence.
It is almost never the licence. It is the sequence
Buyers arrive with two worries: will TSSA let me have the licence, and how bad is the soil. Right worries, wrong order of operations. The licence is an application, and applications get filed. What goes wrong is the sequencing, because a fuel site is one of the very few Ontario businesses where the law says in terms that you cannot put product in the tanks unless the facility is licensed.
O. Reg. 217/01 s. 20(5) reads that no person shall put gasoline or an associated product into a storage tank at a facility unless the facility is licensed, except for the purpose of ballasting an underground storage tank. Section 10(1) adds that no person shall operate a retail outlet, a marina or a bulk plant unless it is licensed. The authorization is not paperwork you tidy up after closing. It is what makes the closing-day inventory legal.
What TSSA actually licenses, and under what law
The Technical Standards and Safety Authority is the designated administrative authority under the Technical Standards and Safety Act, 2000, and for liquid fuels it administers O. Reg. 217/01. The instrument is a licence to operate a retail outlet, issued by the Director under s. 4(1)(a). Two features matter to a buyer. Section 4(2) makes it a condition of issue that an inspector carry out an inspection of the retail outlet and confirm that the facility complies with the regulation, so it is not granted on paperwork alone. And s. 25(4) provides that a licence expires 12 months after it is issued, or at such earlier time as is stated on it. This is an annual instrument.
Section 20(2) to (4) sets the unit of licensing: a separate application and a separate licence for each retail outlet, though one licence may cover a site with more than one retail outlet where the site has only retail outlets. Sections 22 and 24 require approval before a facility is modified, which catches buyers planning to move an island in year one. The technical rulebook underneath is the Liquid Fuels Handling Code, adopted by O. Reg. 223/01 s. 7(1); the edition in force is the 2017 Code, per TSSA’s code adoption amendment FS-235-18 effective 21 May 2019. That Code is published by CSA Group and is not free, so I do not quote clauses TSSA has not itself reproduced, and neither should anyone selling you a site.
Which authorizations follow the site, and which follow the operator
This distinction decides your closing checklist. Some approvals attach to the facility, some to the person operating it. You inherit the first and earn the second.
| Item | Site or operator? | What the buyer does |
|---|---|---|
| TSSA retail outlet licence | Operator. Not transferable, s. 25(1) | File the Application for a Change of Licence Holder for a Retail Outlet or a Bulk Storage Plant |
| Tank system condition and compliance record | Site | Inherit it. Inspect before you are bound |
| Toronto public garage licence, Ch. 545 § 545-2(31), class § 545-263 B | Operator. No licence transfers except in accordance with the chapter | Apply in the buyer’s own name |
| Contractor registration and petroleum mechanic certificates, ss. 7(1), 11 | The contractor | Verify whoever touches tanks holds them |
| Existing ECA, Certificate of Property Use or EPA order | Site; binds successors, EPA s. 19(1) | Search for it. Assume nothing |
| EASR registration, where one exists | Operator. Does not transfer with a sale | Register in the buyer’s own name |
One small mercy at the municipal counter. The City of Toronto states that an Approved Zoning Review for Business Licence is not needed if you are taking over an existing business with a valid licence. Everything else on the City’s published list is still yours to produce, including a Criminal Record and Judicial Matters Check, an Occupancy Declaration Form and an Operating Information Questionnaire.
The ninety days is a bridge, not a runway
Section 25(3) permits a person to operate a previously licensed facility for up to 90 days following the submission of an application for a new licence and pending receipt of that licence. Notice what has to happen first. The clock does not start at closing. It starts at filing. So I want the application prepared before the offer goes firm, because if the buying entity is a numbered company not yet incorporated, the 90 days is not protecting you.
One related trap on a share purchase: the licence holder has not changed, so s. 25(2) is not engaged the same way, but s. 26(3) requires a holder that changes its name or address to apply within 30 days for a licence showing the new name or address. Post-closing reorganizations trip this constantly.
Fuel supply and branding are a separate contract, and a separate risk
Nothing in O. Reg. 217/01 governs who supplies your fuel or whose brand goes on the canopy. Those are private contracts, and no Ontario primary source publishes their terms or their typical length. Anyone describing a standard is describing their own book, not a rule.
What is verifiable is how those agreements collide with the licences. Toronto’s by-law at § 545-5 E(3) provides that no person licensed under the chapter shall advertise, promote, or carry on business under any name other than that endorsed upon their licence. If the brand changes on closing, the name on the municipal licence has to match what is on the site. The City’s own application list also contemplates a Franchise Agreement Declaration as an alternative to a business name registration, which tells you it expects branded operators to produce the agreement. I treat a supply agreement the way I treat a lease: read it before the offer goes out, not during the condition period. Same discipline as a franchise condition that actually protects a buyer.
Asset or shares, and what contaminated land really does to that choice
On a share purchase the corporation carries on owning its assets and owing its liabilities; only the shareholdings change. Ontario’s Ministry of Finance states the principle directly: it is well-established law that the property of a corporation is that of the corporation and not of the shareholders. On an asset purchase the buyer takes only the assets identified in the agreement.
For most businesses that makes an asset purchase the safer buy. On a fuel site people assume the contamination history flips it. It does not. Environmental Protection Act s. 18(1) lets the Director order a person who owns or owned or who has or had management or control of an undertaking or property to monitor, study, report and develop plans. Ownership alone is a sufficient hook; fault is not required. Section 19(1) makes an existing order or approval binding on any successor or assignee.
So shares do not make historical contamination somebody else’s problem, because the corporation was always the owner and you now own the corporation. Assets do not either, because you become the owner. Neither structure is an environmental shield. The only statutory shield is a filed Record of Site Condition under EPA s. 168.7(1), and it has express holes, which is why the environmental work belongs in a properly drafted condition rather than in the deal structure. What actually drives structure here is tax, licensing friction and contract inheritance.
| Question | Asset purchase | Share purchase |
|---|---|---|
| Ontario land transfer tax | Payable; commercial tops out at 2.0% above $400,000 | The transfer of shares of a corporation which holds land in its own right does not ordinarily attract tax |
| Toronto municipal land transfer tax | Also payable, 2.0% above $400,000, so roughly 4.0% combined | Not engaged by the share transfer |
| TSSA licence | New application; the s. 25(3) 90-day bridge is available | Holder unchanged, but watch the s. 26(3) 30-day rule |
| Employees | ESA s. 9 deems service to flow through to you | Employer entity unchanged; service continues |
| Depreciable cost base | Cost set at the allocated price; goodwill lands in Class 14.1 at 5% declining balance | You inherit the corporation’s existing tax cost |
| Unknown corporate liabilities | Left behind unless you contract to take them | Come with the shares |
HST, the section 167 election, and goodwill
Ontario HST is 13%, and supplies of real property in Canada are taxable unless specifically exempted, so a commercial fuel site sale is a taxable supply. The section 167 election applies where the supplier supplies a business or part of a business and the recipient is acquiring ownership, possession or use of all or substantially all of the property reasonably regarded as necessary to carry on the business as a business. CRA reads “all or substantially all” as generally 90% or more of the fair market value of that property. If the supplier is a registrant, the recipient must also be a registrant. The parties jointly complete Form GST44.
Two things buyers get wrong. First, the carve-outs in the box above. Second, goodwill: HST does not apply to the portion of consideration reasonably attributed to goodwill where the ETA s. 167.1 conditions are met, and CRA confirms at Memorandum 14-4 paragraph 26 that this holds whether or not the election is filed. The election is not what saves you tax on goodwill. Your accountant runs this and your lawyer drafts it. My job is to stop the agreement quietly assuming the wrong answer, which is why I wrote about how HST clauses go wrong in Ontario agreements of purchase and sale.
The short version
The licence does not come with the site. TSSA will not transfer it, the City will not transfer it, and the only relief is a 90-day bridge that starts when you file, not when you close. Neither an asset deal nor a share deal shields you from an environmental order, because the Environmental Protection Act reaches owners without proof of fault. Structure for tax and contract inheritance, then handle the environment with an assessment timeline and a properly drafted condition. And treat any sale price, multiple or cents-per-litre figure you are quoted as an opinion, because no Canadian primary source publishes one.
The employees are yours from the moment you close
On an asset sale this is the liability buyers consistently underestimate. Employment Standards Act, 2000 s. 9(1) provides that if an employer sells a business or part of a business and the purchaser employs an employee of the seller, the employment is deemed not to have been terminated or severed for ESA purposes, and employment with the seller is deemed to have been employment with the purchaser for any subsequent calculation of length of employment. Section 9(3) defines “sells” broadly, to include leases and dispositions in any other manner.
The only escape hatch is s. 9(2), which disapplies the rule where the purchaser hires the employee more than 13 weeks after the earlier of their last day with the seller and the day of the sale. Narrow window, poor plan. The rest is arithmetic: s. 57 runs notice from at least one week under a year up to at least eight weeks at eight years or more, and severance under s. 64(1) is payable where the employee had five years or more and the employer has a payroll of $2.5 million or more, or 50 or more employees are severed in a six-month period. Severance is capped at 26 weeks by s. 65(5). A long-service cashier let go three weeks after closing is costed on their full service with the vendor plus you. Price it, or hold it back.
Nobody credible publishes what a gas station sells for
This is where buyers get anchored to a number with no source behind it. No Canadian government or other primary source publishes typical sale values, valuation multiples, or fuel-volume-based pricing formulas for Ontario gas stations. MPAC’s methodology guide for valuing commercial properties lists common commercial property codes and gas stations are not among them, and the guide notes the list is not exhaustive. MPAC data is stale for this purpose anyway: assessments for the 2026 property tax year continue to be based on fully phased-in 1 January 2016 current values, after the province’s 16 August 2023 regulation extending the postponement of a province-wide reassessment.
The closest primary benchmarks are operating ratios, not prices. Innovation, Science and Economic Development Canada publishes Financial Performance Data sourced from Statistics Canada, and it expressly does not provide transaction values or business valuations. Statistics Canada Table 23-10-0066-01 publishes provincial sales of fuel used for road motor vehicles, which is volume data, not a pricing formula.
So when a listing quotes a multiple or a cents-per-litre figure, the honest question is: from where? Ask instead for the evidence. Accountant-prepared statements for several fiscal years. The supply agreement and its pricing terms. Metered volumes reconciled to inventory records. Convenience store margin separated from fuel. Equipment maintenance history. The TSSA inspection record. The environmental file. Build your own number.
What I do before the offer goes firm
Order matters more than the list. The TSSA licence status and inspection history, the tank documentation and the environmental file get requested first, because they take the longest and they move the price. The Environmental Site Registry and TSSA’s regulatory document search both have to be run against the specific property.
If the site is leased, the lease decides the deal. Commercial Tenancies Act s. 23(1) deems a covenant against assigning without consent to be subject to a proviso that consent is not to be unreasonably withheld, unless the lease contains an express provision to the contrary. That qualifier is the whole ball game, because a commercial lease can validly give the landlord an absolute discretion to refuse. I read the assignment clause before the offer goes out, the way I describe in my post on the lease review condition on a commercial purchase.
Then the rest: supply and branding agreement, equipment leases, the employment picture, the public garage licence class and status, and zoning if the use is changing. Then structure and tax with the lawyer and the accountant, who decide those questions, not me. Then a condition period with enough calendar in it to finish the environmental work. A good real estate lawyer will tell you the same in fewer words.
Can I just take over the seller’s TSSA licence at closing?
No. O. Reg. 217/01 s. 25(1) states that a licence or registration referred to in the regulation is not transferable, and s. 25(2) requires the new party to immediately apply for a licence to operate the facility where the licence holder changes. TSSA says the same on its change-of-ownership page: licences are not transferable and the onus to apply for a new licence falls on the new owner. The document is the Application for a Change of Licence Holder for a Retail Outlet or a Bulk Storage Plant, filed through the TSSA Client Portal.
What does the 90-day provision actually let me do?
Section 25(3) permits a person to operate a previously licensed facility for up to 90 days following the submission of an application for a new licence and pending receipt of that licence. Two things to notice. The facility must have been previously licensed, and the clock runs from submission of the application, not from closing. If your application is not in, the 90 days is not running. That is why I want it prepared before the offer goes firm and filed around closing rather than after it.
If I buy the shares instead of the assets, do I avoid the environmental liability?
No. The corporation was always the owner of the property, and on a share purchase it still is. Environmental Protection Act s. 18(1) reaches a person who owns or owned or who has or had management or control of an undertaking or property, with no requirement of fault. Section 19(1) makes an existing order or approval binding on any successor or assignee. The only statutory shield is a Record of Site Condition filed under s. 168.4, and s. 168.7 sets out precisely where that shield stops working.
Does an asset purchase or a share purchase cost more in land transfer tax?
An asset purchase of the land attracts tax. The Land Transfer Tax Act s. 2(1) taxes every person who tenders for registration a conveyance by which land is conveyed. Commercial land tops out at 2.0% on the portion above $400,000, and in Toronto the Municipal Land Transfer Tax applies on top, also at 2.0% above $400,000 on the “all other land” tiers. The Ministry of Finance confirms that a transfer of shares of a corporation which holds land in its own right does not ordinarily attract tax. Unregistered dispositions of a beneficial interest are separately taxable, so your lawyer looks at the whole structure.
Do I have to keep the seller’s staff?
You do not have to hire them, but if you do, their service comes with them. ESA s. 9(1) deems employment with the seller to have been employment with the purchaser for any subsequent calculation of length of employment. The only exception is s. 9(2), where the purchaser hires the employee more than 13 weeks after the earlier of their last day with the seller and the day of the sale. Notice under s. 57 runs up to eight weeks, and severance under s. 64 can apply where the employer has a payroll of $2.5 million or more, capped at 26 weeks by s. 65(5).
Is there a published figure for what fuel volume is worth in a purchase price?
Not from any Canadian primary source. MPAC’s commercial methodology material, Ontario Ministry of Finance land transfer tax material, Statistics Canada and ISED were all checked, and none publish transaction prices or multiples for fuel sites. Statistics Canada Table 23-10-0066-01 publishes provincial fuel volumes only. ISED’s Financial Performance Data publishes industry operating benchmarks and states expressly that it does not provide transaction values or business valuations. Any cents-per-litre formula you are quoted is somebody’s opinion, not a source.
What does the City of Toronto require on top of the TSSA licence?
A public garage licence. Toronto Municipal Code Chapter 545 § 545-1 defines a public garage to include a building or place where gasoline or oils are stored or kept for sale, § 545-2(31) requires every person who owns or operates a public garage to be licensed, and § 545-263 B is the classification for a building or place where gasoline or oil is sold or kept for sale. Under § 545-5 E no licence transfers except in accordance with the chapter, so you apply in your own name. The City states an Approved Zoning Review is not required if you are taking over an existing business with a valid licence.
Does a name change after closing need anything filed?
Yes, and it is easy to miss on a share purchase where people assume nothing regulatory has happened. O. Reg. 217/01 s. 26(3) requires a holder that changes its name or address to apply within 30 days for a licence indicating the new name or address. Toronto adds a related constraint at § 545-5 E(3): no person licensed under the chapter shall advertise, promote or carry on business under any name other than that endorsed upon their licence. If the brand or the corporate name changes, both instruments need updating.
Sources
- Ontario e-Laws — O. Reg. 217/01, Liquid Fuels, under the Technical Standards and Safety Act, 2000
- TSSA — Change of Ownership
- TSSA — Liquid Fuels Compliance Standard
- City of Toronto — Municipal Code Chapter 545, Licensing
- Canada Revenue Agency — GST/HST Memorandum 14-4, Sale of a Business or Part of a Business
- Ontario e-Laws — Employment Standards Act, 2000
- Ontario Ministry of Finance — Calculating Land Transfer Tax
- Innovation, Science and Economic Development Canada — Financial Performance Data
BUYING A FUEL SITE IN THE GTA? START WITH THE LICENCE AND THE TANKS
I read the supply agreement, the lease and the TSSA file before the offer goes out, and I build the condition period around the environmental calendar rather than the other way round. If you are looking at a station in Toronto, Etobicoke, Mississauga or anywhere in the GTA, I am happy to walk through what the file should contain before you commit.
Book a 15-minute call or call or text 833-330-1925.
I am a broker, not your lawyer, accountant or environmental consultant. On a fuel deal you need all three, and I would rather say so now than have you find out on closing day.
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Jatin Dua is Broker of Record and co-founder of RE/MAX Quantum Realty, Brokerage, Unit 101, 799 The Queensway, Etobicoke. Four-plus years in the GTA and more than $100M in sales volume. He works on commercial and business purchases across Toronto and the west GTA.
This is general professional commentary from a Broker of Record on commercial and business acquisitions in Ontario. It is not legal, tax or accounting advice, and it does not create any professional relationship. Whether a licence transfers, how a purchase should be structured, what tax applies and what a regulator will require on your particular file are questions for your lawyer, your accountant and the regulator itself. Rules, fees and published requirements change — verify anything you intend to rely on against the primary source on the day you rely on it.