Deal Structure & Terms
Design asset vs share, earn-out, VTB, holdback, and tax-optimized closing structure.
What's Included
In Canada, deal structure can mean a 15-25% swing in your after-tax return. Asset vs share, earn-out, VTB, holdback — every choice has tax, liability, and financing implications.
We design your structure with your accountant and lawyer: - Asset purchase vs share purchase (huge Canadian tax difference) - Section 22, 14, 85 elections and CCA implications - Vendor take-back loan size, rate, term, and security - Earn-out structure tied to revenue or EBITDA milestones - Holdback amount, term, and release triggers - Escrow for indemnity claims - Closing date, working-capital settlement, and prorations - Personal-guarantee structure and limits
The right structure can save you $50,000-$300,000 in tax alone on a mid-market deal.
Key Benefits
Tax savings from asset/share decision
VTB reduces cash needed at closing
Earn-out aligns price with delivered performance
Holdback protects against post-close surprises
Coordinated with accountant and lawyer from day one
Available in These Packages
Industries We Apply This Service To
Auto Dealerships
Acquire new or used auto dealerships in BC and across Canada.
Dental Practices
Acquire a dental practice in BC or across Canada with full clinical and operating diligence.
Veterinary Clinics
Buy veterinary clinics and animal hospitals across BC and Canada.
Accounting & CPA Firms
Acquire CPA firms and bookkeeping practices in BC and across Canada.
Law Firms
Acquire small and mid-sized law firms in BC and across Canada.
Real Estate Brokerages
Acquire real estate brokerages and franchises across BC and Canada.
Related Deal Services
More services in the same M&A lifecycle stage.
Offer & Negotiation
Build offer terms, price, financing structure, and negotiation tactics that protect your interests.
Letter of Intent
Draft a non-binding LOI that locks the deal, sets diligence access, and protects you in exclusivity.
Payment & Financing
Design and source the financing stack: bank, BDC, vendor, SBA, and equity.
Seller Negotiations
Direct negotiation support from offer through close — price, terms, training, non-compete.