Business Lawyer in Surrey, BC
We assist clients with the sale and purchase of businesses and business assets. This includes restaurants, liquor stores, motels, gas stations, retail operations, and other commercial enterprises. Our work covers asset purchase agreements, due diligence, licensing transfers, lease assignments, and all steps required to complete the transaction.
Areas of Mastery
Business Sale & Purchase
We assist clients with the sale and purchase of businesses and business assets. This includes restaurants, liquor stores, motels, gas stations, retail operations, and other commercial enterprises. Our work covers asset purchase agreements, due diligence, licensing transfers, lease assignments, and all steps required to complete the transaction.
Share Sale & Purchase
We handle the sale and purchase of shares in private companies. In a share transaction, the buyer acquires the company itself, including its assets, contracts, and licences. This structure is often preferred for tax or licensing reasons and requires careful review of corporate records, shareholder agreements, and proper share transfer documentation.
Commercial & Strata Real Estate
We act on the sale and purchase of commercial properties and strata lots. This includes commercial buildings, retail units, industrial properties, and both commercial and residential strata units. Our services include reviewing contracts of purchase and sale, strata documentation, title issues, and coordinating the real estate transfer with any related business transaction.
Private Lending & Mortgage Transactions
We assist lenders and borrowers with private mortgage and lending transactions. This includes drafting and reviewing loan agreements, mortgage documents, promissory notes, and security agreements. We also handle related real estate security, priority issues, and the registration of mortgages and other charges against title.
How a business purchase or sale actually works
Letter of intent or offer
Most business purchases start with a letter of intent or an offer setting out the basic terms: price, structure, and key conditions, before either side commits to full due diligence.
Choosing share sale vs. asset sale
In a share sale, the buyer acquires the company itself, including its history and existing contracts. In an asset sale, the buyer acquires specific assets and the business's goodwill, and the seller's company, along with whatever stays in it, is left behind. Which structure applies changes almost every document that follows.
Due diligence
We review contracts, leases, licences, financial records, and any liabilities attached to the business or its shares, before the deal becomes binding.
Drafting and negotiating the purchase agreement
The purchase agreement sets out price, what's included, representations and warranties, and what happens if something turns out to be wrong after closing.
Closing
Funds and signed documents exchange, licences and leases are assigned or transferred, and the buyer takes over the business.
Understanding the Numbers.
Share sale vs. asset sale
An asset sale generally involves more individual documents, assigning specific contracts and allocating price across assets, than a share sale, though a share sale requires closer review of the company's full history and existing liabilities.
Due diligence scope
A straightforward retail business with a handful of contracts costs less to review than one with multiple leases, licences, or existing disputes attached to it.
Financing and lending
If the purchase involves a private loan or vendor financing, drafting and registering the loan and security documents adds to legal fees.
A straightforward deal vs. a contested one
A transaction that proceeds without a dispute over price, warranties, or a post-closing issue costs a fraction of one that ends up contested.
Who This Is For
Business owners in Surrey, BC buying or selling a business, negotiating a commercial lease or contract, structuring a shareholder agreement, or in a dispute with a business partner, supplier, or landlord. This covers the deal itself and what happens when it doesn't go as planned.
Need something other than a deal or a dispute? Incorporating a new company or keeping one in good standing, A civil dispute outside a business relationship, A straightforward property purchase with no business attached
Running a business from South Surrey or White Rock? See how we serve South Surrey and White Rock.
Your First Consultation
Bring any existing agreements, leases, financial records, or correspondence relevant to your matter, and a clear picture of what you're trying to accomplish: buying, selling, resolving a dispute, or negotiating a new agreement. We'll walk through the structure that fits, flag the risks specific to your deal, and give you a realistic estimate of cost and timeline.
Frequently Asked Questions
In a share sale, you acquire the company itself, including its history, contracts, and existing liabilities. In an asset sale, you acquire specific assets and the business's goodwill, while the seller's company, and whatever liabilities remain in it, stays behind. Which structure fits depends on the specifics of the deal.
Yes. Commercial tenancies are governed by the Commercial Tenancy Act and the lease itself, not BC's Residential Tenancy Act, and offer far fewer built-in tenant protections. A landlord's remedies, including distress, are set out in that Act and come with strict time limits.
Distress lets a commercial landlord seize a tenant's goods and equipment to recover unpaid rent, without going to court first. It's a real remedy under BC's Commercial Tenancy Act, though it must be exercised within six months of the lease ending and can be limited or removed by the lease itself.
BC's Business Corporations Act gives shareholders an oppression remedy: if a company's affairs are being run in a way that's oppressive or unfairly prejudicial to you, a court can order a range of remedies, including forcing a buyout of your shares or removing a director.
It depends heavily on the deal's structure and complexity. Legal fees for a straightforward asset purchase of a small business run less than a share purchase involving a company with an existing history and liabilities to review. Ask for a clear estimate once we understand the deal.
An oral agreement can be legally binding, but proving its terms after a dispute starts is far harder than pointing to a signed contract. A properly drafted commercial contract sets out price, obligations, and what happens if something goes wrong, before you need it.
It depends on the amount and type of dispute. BC splits civil claims across the Civil Resolution Tribunal, Provincial Court, and BC Supreme Court by dollar value. See our guide to civil litigation in BC for how that works, or bring us the specifics and we'll tell you where your dispute belongs.
Incorporating and maintaining a company, articles, minute books, share certificates, and annual filings, is handled by our corporate services team. This page covers the deals and disputes side: buying, selling, leasing, contracting, and litigating. See our corporate services page for entity setup and maintenance.
Require Decisive Action?
Engage our business & commercial law lawyers for a confidential assessment of your matter.
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