Buying a business in Quebec: what you are really acquiring

The companies coming to market are not tired companies. They are established ones: the transfer intention rate reaches 13.3% among businesses 20 years and older, against 9.5% for those between 11 and 20 years. In 2023, 11,755 Quebec SMEs changed hands, affecting more than 194,000 jobs and $62 billion in revenue.

Twenty years in business means customers who come back, a name people recognize in the region, suppliers who pick up the phone. It also means the value of the business has shifted toward things no balance sheet presents: reputation, customer habits, and the paths customers travel to get there.

That is exactly the part nobody audits.

In a normal transfer, three professionals work hard. The accountant validates the financials and the quality of earnings. The lawyer reviews contracts, leases, litigation, employees. The tax specialist structures the deal. That work is essential and it is done well.

Nobody on that team is mandated to answer this: how do customers arrive, and does that path belong to the business?

The surprises rhyme from one deal to the next. The Google listing that drives half the calls sits on the founder's personal account. The domain is registered under a former supplier's name. The customer list exists, but inside an email inbox, with no documented consent. Traffic depends on a single source, and no one inside the company can say why it works.

None of that shows up in a purchase agreement. All of it gets paid for afterwards.

1. The brand and local awareness. The name, the online reviews, the reputation within a forty-kilometre radius. Often the most expensive asset in the business, and the easiest to break by changing everything in year one.

2. The customer base and the data. Who bought what, when, how often. A business that knows this can generate revenue in a day. A business that does not starts from zero every month. Check consent too: under Quebec's Law 25, a list without consent is not an asset, it is a liability.

3. The acquisition channels and their accounts. Domain, hosting, Google listing, analytics, ad accounts, email platform, tag manager. These are digital assets, and they only transfer if someone names them before closing.

4. The relationships. Agencies, printers, local media, partners, referrers. They live with people, and a transaction is exactly the moment you find out which ones lived with the person leaving.

5. The undocumented knowledge. Real seasonality, what was tried and dropped, the logic behind the budget, what gets refused and why. That is judgment, not a task list. It transfers through structured conversations, while both parties are still at the same table.

None of these require a specialist. They require being asked before closing, while the seller still has an interest in answering.

1. What share of revenue comes from returning customers, and what share from customers acquired in the last twelve months?
2. How does a new customer arrive? Take the last ten and name their first point of contact.
3. Which digital accounts exist, and in whose name? Domain, hosting, Google listing, analytics, advertising, email.
4. Is the customer base transferable, with consent in order?
5. How dependent is the business on its main channel? If it disappeared tomorrow, what would be left?
6. Which marketing commitments straddle the transaction, and when do they come up for renewal?
7. What is the real seasonality, month by month, over three years?
8. Who decides the marketing budget, on what basis, and what is already locked for the next twelve months?
9. What was tried and abandoned, and why?

Nine clear answers and you are buying a business whose engine you understand. Four gaps or more and you are buying the balance sheet, then discovering the engine while it runs.

The most common mistake a new owner makes is not a lack of ambition. It is arriving with their own. New logo, new name, ad budget cut because nothing about it is measurable, agency let go in month one. Three months later the calls are down and nobody knows which decision caused what.

An order that works better:

• Measure first. Before changing anything, put in place the means to know what produces. With no baseline, no later decision can be evaluated.
• Keep the brand for a cycle. The awareness you just bought took years to build and three months to dilute. If a rename belongs in the plan, it gets prepared, not improvised.
• One change at a time. Two simultaneous changes teach you nothing.
• Protect the window. In most sectors, two or three periods of the year make the number. You do not reorganize marketing during its window.

On the seller's side the logic runs the same way in reverse. A business whose demand engine is documented sells better, negotiates better and transfers without damage. That is a few weeks of work protecting the sale price.

The most useful figure in the whole Observatory study is this one: the survival rate reaches 87.5% for supported transfers. Getting help is not a large-company luxury, it is the variable that changes the odds.

On the marketing side, support comes down to three simple things. Map what brings customers in before anyone leaves. Hold the direction through the transition, so decisions keep getting made. Bring the successor to deciding alone, with written criteria and a date when the safety net comes off.

That is the mandate we take at Borgia inside businesses in transfer: bounded, with a written deliverable and an end. If your company is changing hands in the next twenty-four months, on either side of the table, this is the right time to talk. See how we support a succession

Should you keep the company name after an acquisition? In most cases yes, at least long enough to measure what the name actually brings in. Local awareness is an asset you paid for in the purchase price. If a rename is justified, it gets planned like a transition, with a period where both names coexist.

How long should you wait before changing the marketing strategy? Long enough for a full seasonal cycle if the calendar allows, and at minimum long enough to have a reliable measure of what produces. Changing before measuring means losing the ability to know what worked.

Should the seller stay involved after the transaction? Yes, but within limits. Useful involvement has a written scope, a number of days and an end date. Vague involvement creates two bosses and no decisions.