When selling a restaurant in Vancouver, one of the most important — and misunderstood — decisions is whether the transaction should be structured as an asset sale or a share sale.

In 2026, most restaurant transactions in British Columbia are asset sales, but there are situations where a share sale may be considered. This guide explains the differences, pros and cons, and how structure impacts tax, risk, and deal certainty.

What Is an Asset Sale?

In an asset sale, the buyer purchases selected assets of the business, such as: – Equipment – Leasehold improvements – Inventory – Goodwill – Brand name

The corporation itself does not transfer — only the assets.

Why Asset Sales Are Common in Restaurants

Most buyers prefer asset sales because:

– They avoid historical liabilities

– Taxes are simpler to manage

– Risk exposure is reduced

This is why the majority of transactions involving selling a Vancouver restaurant are structured this way.

What Is a Share Sale?

In a share sale, the buyer purchases shares of the corporation that owns the restaurant.

This means:

– The entire company transfers

– All assets and liabilities come with it

– Contracts and licenses remain intact

Share sales are less common in restaurants but can be used in specific scenarios.

Pros and Cons for Sellers

Asset Sale – Seller Considerations:

Pros:

– Easier to close

– More buyers

– Cleaner transaction

Cons:

– Potentially higher taxes

– No lifetime capital gains exemption

Share Sale – Seller Considerations:

Pros:

– Possible capital gains exemption

– Simpler corporate transfer

Cons:

– Fewer buyers

– Higher buyer risk concerns

Tax Implications in 2026

Tax treatment differs significantly between asset and share sales. Most restaurant asset sales trigger: – Corporate tax – Possible personal tax on distributions

Canada Revenue Agency guidance:

Professional tax advice is critical before listing.

Buyer Perspective

Buyers typically prefer asset sales to:

– Avoid hidden liabilities

– Reset depreciation

– Structure financing more easily

Understanding buyer psychology helps deals close faster.

Lease and Licensing Considerations

In asset sales:

– Leases must be assigned

– Licenses must be transferred

Weak lease terms can impact deal structure and timing.

A Vancouver restaurant valuation may also change depending on structure:

When a Share Sale Might Make Sense

Share sales may be considered when:

– The restaurant is corporately clean

– Strong management is in place

– Licenses are difficult to transfer

These cases are the exception, not the rule.

Role of a Restaurant Business Broker

A restaurant business broker in Vancouver helps: – Advise on structure – Coordinate lawyers and accountants – Protect deal certainty

Common Mistakes to Avoid

– Choosing structure based on tax alone

– Not consulting professionals early

– Assuming buyers will accept a share sale

Final Thoughts

Asset sale vs share sale decisions impact taxes, risk, and buyer demand. Most Vancouver restaurant owners benefit from asset sales, but every situation is unique.

If you’re planning on selling a Vancouver restaurant, get expert guidance on deal structure before listing: