Business

Disclaimer: This article discusses selling a book of business.  It is intended for the purposes of providing information only and is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.

Are you a seasoned financial advisor looking to retire and transition your practice? Have you thought about selling your book of business to a newer advisor looking to expand strategically?

This is an exciting time in your career. You put in a lot of work to build your business, and how satisfying to find the right advisor looking to buy your business and carry on your legacy of excellence. 

While this can offer a significant opportunity and help advisors on both sides, it’s essential to approach the process with caution and carefully evaluate various factors before moving forward. 

In this blog post, we’ll delve into what you need to know about listing your financial advisor practice for sale and provide valuable insights to help you make informed decisions.

Understanding the Unique Nature of Book of Business Acquisitions

Unlike a transaction to buy a business like a café or a store, your book of business entails dealing with predominantly intangible assets such as client relationships and revenue streams. This presents a unique set of challenges, including how to assign value to these intangible assets and plan for a smooth transition post-acquisition.

The Buyer’s Due Diligence When They Find a Book of Business for Sale  

When we assist buyers who want to buy a book of business, we outline the due diligence that we recommend, listing the items below and many others. 

The buyer will consider how bringing on the new business will impact their financial advisory practice. 

The buyer must first consider if they can handle the influx of new business without neglecting their existing client base. They’ll also consider whether they have the financial resources and cash flow to afford the purchase price and sustain the business post-acquisition. 

Expect a valuation as part of the selling process.

A savvy potential buyer will want to have a professional valuation of the sale to make sure that the value of your book of business is clear. 

Start building your plans now if you’re looking to sell a financial advisor book of business 

The foundational work that you need to do before selling your business should begin years before you actually find someone to buy your financial advisory practice. 

For example, it’s a common misconception that ownership of a book of business automatically transfers with a share purchase of a corporation. However, this assumption often overlooks important regulatory considerations.

The Canadian Investment Regulatory Organization (CIRO) prohibits corporations from receiving income generated by investment portfolios. Instead, this income must be allocated to the individual licensee who holds the revenue rights. Consequently, selling the shares of a corporation does not necessarily entitle the buyer to your income stream without careful planning.

While certain strategies can be employed to address this issue, it’s noteworthy that many sellers have not undertaken the necessary groundwork and planning to make them feasible. If you are thinking about a succession plan, or selling your financial practice, reach out to us today!

Putting a transition plan in place 

The journey doesn’t end once the deal is sealed. For someone who buys a financial advisor’s book of business, a well-thought-out transition plan is crucial for integrating the acquired business seamlessly into your existing practice. This includes client communication strategies, staff integration plans, and seller support during the handover period. Clear communication and meticulous planning are key to a successful transition.

You have been committed to your clients for many years – how are you going to ensure they are in good hands and can start building a new relationship with the financial advisor that will now be handling their affairs?

Whether you want to sell or buy a book of business: Beeksma Law provides specialized legal advice for financial advisors 

Buying and selling a financial advisor’s book of business is no small transaction. For the buyer, it represents the path that their business will take for years to come. For the selling advisor, it is the culmination of a career’s worth of effort. 

It’s too important to leave to chance. Instead, you need focused expertise. At Beeksma Law, we have experience in providing comprehensive legal services tailored to the unique needs of financial advisors. From helping you prepare before selling the book of business to preparing the purchase agreement and more, our team is dedicated to helping you embark on the next chapter of your business journey with confidence. Reach out today!

Disclaimer: This article discusses purchasing a book of business.  It is intended for the purposes of providing information only and is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.

If you’re a newer financial advisor, you might consider purchasing a retiring advisor’s business. This can be a strategic way to grow your business, but before you buy a financial advisor book of business, there are some factors to consider. 

For example, you want to ensure that you can handle new clients without sacrificing your current client base. You’ll also want to ensure that it’s the right fit for you and that you have the cash flow to afford the purchase price. 

Most importantly, you’ll want to make sure that the transaction is set up properly and that you do your due diligence first. In this article, we will discuss what factors you need to consider. However, each transaction is unique, which is why you’ll want to contact our team and discuss the details specific to your purchase. 

Why a book of business acquisition is unique

If you’re a financial advisor and find a book of business for sale, you should know that it is significantly different than other business purchases. For example, let’s say you were buying a cafe. That business has tangible assets, such as equipment and merchandise, which can be easily valued and assessed. 

Buying another advisor’s financial practice does not have that. It is primarily composed of intangible assets, such as client relationships and revenue streams.

This raises many questions, including:

• How do you assign value to intangible assets like client relationships and revenue streams?
• How will you transition into this business? Will there be a succession plan?
• What will the role of the selling advisor be after the transaction? 

Many transactions we see lack the legal structure that should be in place. These deals are too large and worth too much to your future to leave to chance. Understanding these differences is crucial not only to acquiring the business but also to successfully integrating it into your current practice.

Is it a share purchase or an asset purchase (or both)? 

This is one of the most important questions you’ll need to answer, and you’ll want to make sure that what you purchase matches what you expect to get. 

First, what’s the difference? Share purchases involve acquiring ownership of the seller’s company, including all assets and liabilities. On the other hand, asset purchases entail acquiring specific business assets, such as client lists and contracts, while leaving liabilities behind. 

Many believe that a corporation owns a book of business and that a share purchase will entitle them to it. In many cases, this is not true, at least not without careful planning. 

CIRO (the Canadian Investment Regulatory Organization) does not currently allow corporations to receive the income stream generated by investment portfolios. It must be paid to a person, the licensee, who owns those revenue rights. Therefore, a purchase of the shares of a corporation would not entitle the buyer to receive that income stream. 

There are some strategies that can be implemented, but the vast majority of sellers have not done the years of foundational work and planning needed to make them possible. 

Should you require a valuation on the book of business? 

Short answer: yes. Let’s explain why. 

A comprehensive valuation provides insights into what you’re purchasing. These transactions involve a lot of money – you are buying a business! – and you want to make sure that the book is worth it. 

This can also impact your tax bill at the end of the year. Your taxes will be based on the value of the transaction. If you have overpaid for another financial advisor’s book of business, you are still on the hook for that tax bill. 

At Beeksma Law, we are connected with experienced business valuation professionals who can help you determine what this business is worth. 

Is there a transition plan after you buy a book of business?

The deal is not over once the transaction closes. 

You must consider a transition plan to integrate new clients into your existing business seamlessly. A well-thought-out plan will outline the steps and timelines for integrating the acquired business. It will also lay out client communications, integrating staff and technology and how the seller will support the buyer during the handover period. 

Communication is crucial; spelling out these plans within your agreement will prevent many headaches. 

Beeksma Law: Specialized legal advice for financial advisors 

Many clients I speak to about this type of transaction are unaware of the legal complexities involved in purchasing a book of business. However, at Beeksma Law, we have handled these transactions for many professionals in the financial services industry. We are happy to offer comprehensive legal services tailored to your unique needs. 

From structuring the transaction, negotiating and drafting the agreements and navigating regulatory requirements, we can help you start the next chapter of your business on the right foot. 

Reach out to our team today to learn more.

Disclaimer: This article discusses incorporating a business in Ontario.  It is intended for the purposes of providing information only and is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.

So you’re growing your business, and it’s time to consider incorporation. (If you’re unsure if it’s time to incorporate, we have an article on the pros and cons of incorporating your business.) 

Now, you’re likely deciding whether or not you need a business lawyer. After all, that is an expense in your business and every dollar counts. The question arises: do I really need a lawyer to incorporate my business? Instead, can I use my accountant or an online service like Ownr?

As with most legal matters, there’s no one-size-fits-all answer. It depends on various factors unique to your situation and business goals. This article explores some guiding principles and scenarios to help you make an informed decision.

However, we understand that each business is different, and generic advice may not fully address your needs. We encourage you to book a complimentary consultation with our team. By discussing your specific circumstances, we can provide personalized guidance tailored to your business.

What are the drawbacks of incorporating online? 

While online incorporation services are simple to complete, their simplicity can actually be their downfall. They often provide basic, one-size-fits-all solutions, overlooking the nuanced intricacies of your business objectives.

Without a nuanced, strategic look at your business and future goals, your company may struggle to adapt and thrive in an evolving landscape. This can limit your future growth and long-term success. 

As with many of our clients, your business will change over time. As it evolves, you’ll likely encounter situations requiring adjustments to your initial incorporation documents. These changes could include updating shareholder agreements or modifying corporate structures. In such cases, you’ll need legal advice to make these amendments correctly. Therefore, while online incorporating services offer convenience, they may not provide the comprehensive support required to navigate the complexities of business growth and legal compliance over time.

When do I need a lawyer to incorporate a business in Ontario?  

Complexity and Growth

Incorporating with a lawyer becomes essential when anticipating business growth or encountering complexity in the business structure. As your business expands, you may require different classes of shareholders or undergo corporate restructuring to maximize tax benefits and accommodate evolving needs.

Strategic Planning:
Lawyers provide invaluable strategic planning that online services lack. They delve into your long-term business goals, ensuring that your incorporation aligns with your aspirations. By asking critical questions about your business’s trajectory, they help tailor the incorporation process to your specific needs and objectives.

Coordination with Accountant
Accountants often recommend incorporation to optimize tax planning. Involving a business lawyer allows for seamless coordination between legal and financial strategies, making sure you get the most out of your incorporation.

When might you not need a lawyer for your incorporation? 

It’s not to say that every single incorporation requires that you hire a lawyer; nor is it a legal requirement under the Business Corporations Act. There are a few instances where you wouldn’t need to speak to a lawyer or law firm specializing in corporate law. 

For some new businesses that are simple and have no plans for growth, you may be able to get away with legal services provided by an online provider (such as Ownr). In other instances, experienced entrepreneurs may have a history of successful business ventures. They may have already worked with a business law firm and are well-versed in the incorporation process. They may not require the personalized assistance of a lawyer for each specific business venture. 

How will a business lawyer help you after you’ve filed your articles of incorporation? 

Think of a business lawyer as a trusted ally, not just during the initial incorporation phase but throughout your business journey. They’re there to help with all your legal needs, from drafting contracts to ensuring compliance and even guiding you through expansion plans. Plus, they’ll make sure your minute book is always up to date, keeping all your critical corporate documents in order.

As your business grows and evolves, you’ll encounter many legal situations. That’s where your lawyer steps in, offering expert advice on everything from business operations to contract negotiations. Whether you’re sealing deals or resolving disputes, their legal expertise ensures you’re always on the right track. With their help, you can navigate the complexities of business and contracts with confidence.

More Resources for Ontario Business Owners 

At Beeksma Law, we have prepared several blogs designed to help business owners. Perhaps you are deciding between a sole proprietorship and a federal or provincial corporation. You might need answers to common questions, like how to register my business name. Or you may be wondering what resolutions and other legal documents you need to keep in your minute book. If so, please look at our previous blog articles for more information.  

Beeksma Law:  Strategic legal advice for small business owners 

In conclusion, when considering whether you need a lawyer to incorporate your business in Ontario, it’s essential to weigh the benefits of legal assistance against the potential drawbacks of going it alone. While it may be possible to incorporate a business without a lawyer, especially for simple structures or experienced entrepreneurs, Ontario’s business regulations and the advantages of strategic planning underscore the value of hiring a law firm specializing in business law.

A lawyer specializing in business law can provide invaluable guidance throughout the incorporation process, ensuring compliance with the Ontario Business Corporations Act and other regulatory requirements. From drafting resolutions to navigating legal considerations such as tax planning and shareholder agreements, a lawyer can offer expert advice tailored to your business needs.

To explore how Beekma Law can assist you in incorporating your business in Ontario and provide ongoing legal support, we invite you to book a call with our team. Our experienced lawyers are here to help you establish the proper legal structure and entity for your business, providing peace of mind and strategic legal guidance every step of the way. Don’t hesitate to contact us for personalized assistance with your business incorporation needs.

Disclaimer: This article is intended for the purpose of providing information on performance bonds and construction liens in Ontario and is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive. 

If you are a contractor or subcontractor, you are probably all too familiar with the importance of construction liens. After all, construction liens play a crucial role in securing payment for your services and materials in the construction industry. These legal tools provide you with a way to protect your interests and ensure that you receive the compensation you are owed for your work.

However, do you always have that option? Can you lien government property? If not, what options are available to you? 

In this article, we will provide the answers to those questions. We will also note how this will affect you if you are a sub-contractor on a government or public contract. 

Construction Liens: The Usual Process

In Ontario, the process for construction liens is governed by the Construction Lien Act. A construction lien is a legal claim that attaches to the premises. The lien claimant, the person entitled to a lien (such as a contractor or subcontractor), must take specific actions to preserve and enforce the lien.  

The process usually starts when someone has the right to put a lien on a construction project. This happens when they take legal action to make sure they get paid for their work. Often, they start this process by saying that they’ve done most of the work, which is called a “declaration of substantial performance.” This step is really important in making the lien stronger. After that, they need to register a certificate of action, which makes their claim official and keeps it valid throughout the whole construction project.

Can You Lien a Government Property?

Generally speaking, no. You cannot register a lien on title against a property owned by the Crown.  The Crown, or government, typically has immunity from certain legal actions, including the ability to place a lien on their property.

Does that mean you have no legal options to ensure you are paid? Of course not. That is where bonds come into play. 

Bonds Required under the Construction Act

Section 85.1 of the Construction Act and section 12 of the General Regulation state a contractor must provide both a performance bond and a labor and materials bond for any “public contracts” with a contract value equal to or exceeding $500,000. These bonds must be in the specified formats required under they Act. They must offer coverage that is at least 50% of the contract price.

The Act defines a “public contract” refers to an agreement where the contracting party is either:

• the Crown,
• a municipality,
• or a broader public sector organization.

It’s important to note that this provision does not apply to contracts involving architects or engineers as contractors. Consequently, this requirement is designed to encompass all government-awarded construction contracts with a contract value of $500,000 or more. 

A Note for Ontario Subcontractors

As subcontractors and suppliers, it is crucial to understand the role of bonds, especially when dealing with government properties. While construction liens may not be available for government-owned properties, performance bonds step in to provide payment protection.

When working on a government contract, it is essential to ask the contractor for proof of a performance bond. This bond provides payment protection for subcontractors and suppliers in case they encounter issues with non-payment by the contractor. With a performance bond in place, subcontractors and suppliers have recourse to file a claim against the bond to recover payment if they are not paid by the contractor.

By requesting proof of a performance bond before starting work on a government contract, subcontractors and suppliers ensure that they have a safety net in case of non-payment. This bond serves as an additional layer of protection and offers peace of mind to those involved in construction projects on government properties. 

The Importance of a Strong Contract

A strong contract not only clarifies project scope, schedules, and costs but also addresses crucial issues like liability, risk allocation, and dispute resolution mechanisms. Moreover, it provides a clear pathway for recourse if any party fails to fulfill their obligations. In essence, a well-crafted contract serves as a project’s guiding document, offering security and peace of mind to all parties involved.

Engaging a lawyer to review and, if necessary, revise contracts ensures the agreement is effectiven and fair. Legal professionals can make sure the contract complies with relevant laws and regulations. This is especially important in industries with complex regulatory environments.

Lawyers can help identify and mitigate risks, draft precise language to protect their client’s interests. We can also suggest dispute resolution mechanisms that are fair and efficient. In essence, legal review adds an extra layer of security, reducing the chances of costly disputes and legal entanglements while ensuring that the contract accurately reflects the intentions and expectations of all parties involved.

Building a stronger business with Beeksma Law

Looking for exceptional legal support for your business needs? Look no further than Beeksma Law. We specialize in both the transactional and litigation aspects of business law . As entrepreneurs ourselves, we truly comprehend the significance of your business operations. Whether you require us to review your contracts, assist with non-payment issues, or something else, we have the expertise and dedication to protect your business.

Contact Beeksma Law today to ensure your business’s legal needs are met with precision and care.