Selling Your Business in BC? How to Get Deal-Ready Before the Buyer Calls

For many BC business owners, the business is more than an asset – it’s decades of effort and, often, a family legacy.  But a rushed, reactive sale can erode value, while planning ahead helps you control timing, achieve a better tax outcome, and avoid last-minute due diligence problems that weaken your negotiating position.

Here’s how to get deal-ready.

1. Get Your Structure and Tax Planning Right – Early

Before you go to market, understand how your deal might be structured.  In an asset sale, the buyer purchases specific assets; in a share sale, they buy the company itself.  The choice drives your tax outcome, which contracts need consent, and how much due diligence you’ll face.

Owners often start sale talks without checking whether their structure is optimized for an exit, which can mean unnecessary tax exposure.  In a share sale, for example, an optimized structure may let you access the Lifetime Capital Gains Exemption, potentially sheltering a significant portion of your gain from tax.  Speak with your lawyer and tax advisor early about whether a reorganization makes sense.  Early planning creates flexibility; late planning limits your options.

2. Have an NDA Ready

Before sharing financials or customer information, a serious buyer should sign a Non-Disclosure Agreement.  Have one drafted in advance so you’re not scrambling and so competitors can’t fish for your trade secrets under the guise of a purchase.

3. Get Your Financial Records in Order

Buyers expect clear, reliable financial reporting.  Pull together:

• Your last three years of financial statements;

• Corporate tax returns for the same period; and

• Current year-to-date figures.

Make sure records are up to date.

4. Organize Your Contracts and Records

Due diligence is usually the most time-intensive stage, and disorganized records stall deals and undermine buyer confidence.  Collect your material contracts (customers, suppliers, employees and contractors) and leases, then check whether any are unsigned, expired, or contain change-of-control restrictions triggered by a sale, and address those issues before you go to market.  Also gather your employee list (roles, pay, status, vacation), equipment and asset lists, licences and permits (business licence, WorkSafeBC, GST/PST), and IP such as your website domain, social media accounts, and trademarks.

One tip that catches sellers off guard: once due diligence starts, don’t give employees raises without speaking to the buyer first because purchase agreements typically require you to run the business status quo, and surprise changes can complicate the deal to your detriment.

5. Tidy Up Corporate Records and Be Upfront 

Make sure your minute book, share register and BC Registries filings are current and disclose legal issues like lawsuits, warranty or WorkSafe claims, or guarantees early.  It is far better than a buyer discovering them.

Key Takeaways

• Prep beats panic – organized records keep the sale moving;

• Get tax and structure advice early – including whether an asset sale or share sale best fits your goals, while you still have options;

• Have an NDA ready before you share sensitive information;

• Assemble financials, contracts, employee and asset details – these become your disclosure schedules and can take a lot of time and effort to assemble; and

• Build the right team early – legal, tax and accounting advisors experienced in these deals are essential.

Ready to Sell on Your Terms?  The right preparation depends on your business, structure and goals.  Contact Alex Robertson at (604) 736-9791 or ar@dwslaw.ca to discuss getting your business ready to sell.

Disclaimer: This article is not intended to serve as, or should be construed as legal advice, and is only to provide general information. For advice about your specific situation, please contact us. The information for this article was compiled on July 6, 2026.