Selling a Restaurant or Food-Service Business With Commercial Property in Alberta

1. Establish ownership and the sale perimeter

Map the corporation, shareholders, trade names, property owner, leaseholder, employer, permit and licence holders, equipment owners and contracting parties. Identify related-party rent, management, supply and intellectual-property arrangements.

With legal and tax advisors, distinguish shares, operating assets, inventory, goodwill, real estate and leasehold rights. Schedule included and excluded cash, receivables, payables, deposits, gift cards, equipment, contracts, recipes, brands, data and liabilities.

• Legal seller
• Shares or assets
• Property or lease
• Approvals
• Equipment and inventory
• Customer obligations

2. Prepare an approval record without promising transfer

Organize the current Food Handling Permit, inspections, corrections, food-safety training, municipal business licence, development and building permits, fire and trade records, and any AGLC licence and correspondence. Disclose known outstanding items and operating restrictions.

AHS states that the Food Handling Permit is not transferable to a purchaser, and AGLC policy does not permit a liquor licence simply to be sold or assigned. Describe the seller's current approvals accurately while requiring the buyer to establish its own approval and continuity path.

3. Build a reconciled sales record

Export point-of-sale data by day, product, channel, discount, void, refund, tax, tip and tender. Reconcile it to merchant processors, delivery platforms, bank deposits, GST records and the general ledger, with exceptions explained.

Separate dine-in, takeout, delivery, catering, events, liquor, gift cards and related-party activity. Do not present gross sales as earnings, a busy service as normalized volume, or an uncollected order as revenue.

4. Explain food, beverage and labour economics

Prepare inventory, purchasing, recipe-costing, waste, spoilage, discount, food-cost and beverage-cost schedules. Reconcile payroll, schedules, tips, benefits, remittances, overtime and owner or family labour for periods selected with advisors.

Identify documented, proposed and forecast adjustments separately. A seller add-back requires evidence and buyer analysis; deferred maintenance, unpaid owner labour or temporary staffing shortages should not be hidden inside a headline earnings number.

5. Assemble the lease or property file

For leased premises, provide the complete lease, amendments, notices, renewals, options, guarantee, deposits, defaults, inducements, landlord work and assignment or change-of-control provisions. Reconcile base rent, additional rent, percentage rent and utilities to invoices.

For owned property, prepare title, plans, tax, use, permit, condition, environmental, utility and capital records independently from the operating results. Do not imply landlord consent, lease renewal, option exercise or real-estate value without the required evidence and review.

6. Document kitchen systems and capital condition

Index approved plans, permits, inspections, service reports and repairs for exhaust, make-up air, suppression, gas, electrical, refrigeration, hot water, plumbing, grease control and roof penetrations. Identify known defects, end-of-life systems and work required by the landlord, insurer or authority.

Provide equipment specifications and menu context so buyers can test suitability. A working system or current operation does not prove that the equipment is permitted, code-compliant or adequate for a different concept.

7. Reconcile equipment, liens and inventory

Create a serial-numbered equipment register identifying seller-owned, landlord-owned, leased, financed, supplier-loaned and excluded items. Include purchase records, maintenance, defects, warranties and Personal Property Registry or lender discharge evidence where applicable.

Define the closing count and valuation method for food, beverage, liquor, packaging and supplies. Equipment presence is not ownership, and historical inventory cost is not proof of current saleable value.

8. Control franchise, supplier and digital disclosure

Index franchise, brand, supply, rebate, beverage, linen, waste, music, reservation, point-of-sale and delivery-platform agreements. Identify assignment, change-of-control, fees, termination, data and approval requirements for counsel and buyer review.

Document control of domains, phone numbers, social accounts and business profiles without promising ranking or continuity. Reviews, followers, platform placement and franchise appointment should not be marketed as transferable assets unless the relevant rights and approvals support that statement.

9. Schedule gift cards, deposits and claims

Prepare dated schedules for gift cards, loyalty balances, catering and event deposits, reservations, refunds, chargebacks, customer complaints, warranties and disputed supplier amounts. Reconcile related cash and proposed closing treatment.

These balances may create continuing obligations even when the cash was received earlier. Assign fulfilment, credit and communication responsibilities expressly rather than leaving them inside a general working-capital estimate.

10. Stage a privacy-controlled data room

Begin with aggregate sales, channel, staffing and customer-concentration information. Release employee, reservation, loyalty and customer data only when necessary, lawful and protected by role-based access, logging and a return-or-destruction process.

An NDA does not authorize unnecessary personal-information disclosure. Redact payment credentials and avoid exposing information that a buyer does not need for its current diligence stage.

11. Qualify buyers and manage operational continuity

Require buyers to state transaction structure, food-service experience, financing, working capital, landlord path, food and liquor approval plan, proposed concept and closing timing. Use objective milestones rather than relying on a generic proof-of-funds statement.

Coordinate staff communications, inventory count, vendors, utilities, passwords, permits, inspections, insurance, keys and cash controls. Do not assure staff retention, permit timing, platform continuity or an uninterrupted opening without the relevant third-party evidence.

12. Use a claim-controlled marketing and closing record

Tie every public claim about seating, sales, earnings, equipment, franchise, alcohol, permits, lease term and real property to a dated source and define its limitations. Update or withdraw claims when the evidence changes.

Have legal, tax and accounting advisors address structure, allocations, GST/HST elections, employment, liabilities and closing adjustments. Commercially does not certify permits, licences, earnings, equipment, lease transfer or property suitability, and this guide is not a valuation or professional opinion.