- Corporate Registry and records – If you are purchasing a business that is owned by a corporation, you will want to review their corporate records to confirm:
- That the company was validly incorporated;
- Who the directors and shareholders of the company are and that the parties you are negotiation with have the requisite authority to sell the business;
- That the company has the ability to validly transfer the business assets to you as the purchaser; and
- The company has not been dissolved or is at risk of dissolution.
- Employment Standards and WorkSafeBC – If the business has employees, you will want to conduct searches for:
- employment standards compliance records with Employment Standards Branch (“ESB”) to determine whether the company owes any unpaid wages, vacation pay, or termination pay; and
- workers compensation records (WorkSafeBC) to ensure that the company is registered with WorkSafeBC and that there are no outstanding assessments, penalties or orders against the company.
- Court searches – You may want to conduct court registry searches of the business and its owners to uncover any actual or pending litigation that the company or its owners is involved in. Court documents filed in the course of litigation are, in most cases, publicly accessible and can help the buyer assess the value and extent of any claims for and against the business or its owners.
- Tax compliance – You should also turn your mind to whether the company is current with its tax filings and whether there are any amounts owing to CRA. Some types of searches that may be conducted are:
- Source deductions searches to confirm that the company has been withholding or deducting portions of salaries, wages, and other remuneration paid to officers, directors, or employees;
- Corporate tax searches on the company to confirm that the company has been filing its income tax returns on time and that it has paid its assessed taxes;
- Excise tax compliance searches to confirm that the company has been collecting and remitting GST/HST and that no excise taxes are outstanding; and
- Provincial Sales Tax searches to confirm that the company has been collecting and remitting PST and that no PST is outstanding.
- Personal Property Securities Act registry – Searches of the company and its owners on the Personal Property Securities Act registry will help to uncover security interests, liens, and other encumbrances that may be registered against the personal property of the company, which provides information on the business’ liabilities.
- Land Titles Records searches. If the target business is the registered owner of land, you will want to conduct land title office searches to confirm:
- The registered owners of a particular parcel of land and the manner in which ownership is registered, if the property has multiple registered owners; and
- any notes, legal notations, encumbrances or other charges on title to the land which may restrict or benefit the owner of the land.
![]() |
Albert Chiu Lawyer | Business Law Vancouver |