Preparing an Alberta Business Sale Data Room

1. Build the index, source and access ledger

Index every item by category, title, legal entity, property or business unit, period, author, source, date, status and current version. Record missing items, superseded documents and corrections.

Use disclosure stages and track each buyer's access, questions, official answers and material updates. Preserve what was available when an offer, amendment or waiver was made.

• Document index
• Legal entity
• Period and effective date
• Source and preparer
• Status and version
• Buyer access history

2. Establish corporate ownership and authority

Organize incorporation and registry records, articles, amendments, shareholder and partnership records, minute-book materials identified by counsel, trade names, beneficial ownership, signing authority and related-party structure.

State which entity owns the operation, property and major assets. A registry search supports identification work but does not replace legal review of authority or ownership.

3. Reconcile financial evidence

Provide the agreed periods of financial statements, tax returns, trial balances, general ledger, sales reports, bank or payment-processor support, accounts receivable and payable, inventory and working-capital information. Reconcile differences with the accountant.

Keep reported performance, owner adjustments, pro forma changes and forecasts in separate schedules. State the preparer, methodology and support for every normalization rather than presenting adjusted earnings as audited fact.

4. Control assets, inventory and liens

Create schedules for equipment, vehicles, inventory, supplies, furniture, technology, intellectual property, domains, phone numbers, deposits, warranties and excluded items. Use serial numbers, ownership evidence, condition notes and valuation basis where relevant.

Order appropriate Personal Property Registry searches and have counsel interpret exact and inexact debtor-name or serial-number results, discharges and purchase-money interests.

5. Separate owned property from leased premises

For owned real estate, organize title, plans, registered instruments, assessment and tax records, permits, environmental records, building systems, insurance, capital work and occupancy information. For leased premises, include the lease, amendments, deposits, guarantees, notices, renewals and consent requirements.

Do not let a business summary substitute for property diligence. Identify the real estate agreement, lease-assignment path and dependency on the business closing.

6. Organize contracts, customers and suppliers

Index material customer, supplier, franchise, licence, equipment, software, service, distribution and related-party contracts. State term, renewal, termination, assignment, change-of-control and consent provisions for counsel review.

Use staged disclosure, anonymized concentration schedules and appropriate redaction where early release would create commercial or privacy harm.

7. Control employee and personal information

Separate aggregated workforce information from identifiable employee, contractor, customer or patient records. Alberta's PIPA governs many private-sector organizations and allows limited business-transaction disclosure only within its requirements.

Have legal or privacy advisors define necessity, confidentiality, permitted use, security, access, retention and return or destruction. An NDA alone does not make every disclosure lawful.

8. Build the licence and compliance register

List each municipal, provincial, federal, professional, health, safety, environmental, alcohol, automotive, franchise and sector-specific approval, with holder, location, expiry, conditions, inspections and transfer or application status.

Identify complaints, orders, investigations, disputes and remediation items with counsel. Never describe a licence as transferable until the issuing authority confirms the process for the proposed buyer and structure.

9. Document tax, WCB and closing inputs

Organize tax-account information selected by the advisors, payroll and GST/HST matters, proposed price allocation, elections, WCB records, lender payouts, deposits, inventory-count procedures and closing adjustments.

WCB-Alberta identifies a sale-of-business clearance requirement when buying a business, stock or equipment. The parties and counsel should determine timing and required evidence for the transaction.

10. State limitations and maintain corrections

Identify which records are seller-prepared, accountant-prepared, legally verified, third-party reports or buyer assumptions. A general disclaimer does not cure a known inconsistency; correct the record, preserve prior versions and notify affected recipients.

This guide is educational and is not legal advice, tax advice, an audit, review engagement, privacy assessment, appraisal, business valuation, environmental report or assurance that a data room is complete for a particular transaction.