Commercial real estate adds various levels of complexity to a transaction.  For example, there are a series of searches that must be undertaken that may deal with fire safety issues, elevating devices, hydro and electrical , conservation authorities and many others which are in  addition to  the usual off title searches.  Often commercial tenancies require review of tenant leases and preparation of  acknowledgements and tenant estoppel certificates. Commercial properties may, by  proximity to  other businesses or by prior use, be contaminated which may expose the new owner to unforeseen and expensive liability.  Remember, the rule when buying real estate is Caveat Emptor.  In this sense doing your due diligence in a thorough and thoughtful manner can minimize unpleasant and expensive surprises.

Why Incorporate?

Incorporating a business offer the protection of limited liablity. The corporation is treated as a separate and distinct person from its shareholders. An active business also is taxed at the small business rate which is often times less than  a persons marginal rate of tax. Professionals should seriously consider this option especially  where they can live within their means  on a fixed salary. They can then take addtional salary in the form of dividends and benefit from a dividend tax credit.

Buying and Selling a Business

In general,  the purchase of a business will either involve the purchase of  shares or the purchase of assets. These two types of transaction are very different . There are many issues which must be addressed from a legal , tax  and accounting perpsective. It is wise to consult professionals in the course of your due dilligence before signing or agreeing to  anything.