Section 7: Transferring a Liquor Sales Licence

All Liquor Sales Licences are issued to individuals, business partnerships or corporations, for operation at a specific location. The licensee is responsible for the ongoing operation of the licence.

A transfer of the licence is required if there is a prescribed change of ownership of a business carried on under a licence or if the licensee changes, or if a different person wishes to acquire the licence.

Prescribed Changes in ownership requiring a transfer:

  1. An individual becomes or ceases to be an officer or director of,
    1. a licensee that is a corporation, or
    2. a corporation that effectively controls the activities authorized under the licence.
  2. A person becomes or ceases to be a partner of a licensee that is a partnership.
  3. A person or partnership acquires a beneficial interest in the licensed business, including acquiring shares of a licensee that is a corporation or of a corporation that effectively controls the business, that results in the person or partnership holding or controlling 10 per cent or more of the outstanding shares, or of a class of shares, of the corporation.
  4. A person or partnership other than the licensee becomes entitled to any of the profits from the sale of liquor or liable for any obligations incurred from the activities authorized under the licence.

In cases where an individual ceases to be an officer or director of a corporate licensee or a partner ceases to be a partner in a partnership that is a licensee, if the licensee gives the Registrar notice of the change within 30 days after the change occurs, the licensee may continue to engage in activities authorized under the licence without requiring a licence transfer.

Transfer to a Different Person

A licence to operate a liquor consumption premsies is eligible to be transferred to a different person, provided the regulatory requirements are met.

The Registrar may also transfer a licence to operate a liquor consumption premises for a period of not more than one year, when:

  • A trustee in bankruptcy or court-appointed receiver acquires the business of the licensee
  • A mortgagee, franchisor, landlord, or executor or administrator of the estate of a deceased licensee takes possession of the licensed premises.

The Registrar may develop a simplified application process for the transfer of a licence to operate a liquor consumption premises in the following circumstances if the principal individuals involved in the licensed business remain the same after the change occurs:

  1. The licence transfers between a sole proprietorship and a corporation.
  2. The licence transfers between a partnership and a corporation.
  3. The licence transfers from a partnership to a sole proprietorship.
  4. The licence transfers from one corporation to another corporation.
  5. Two or more corporations amalgamate into a single corporation and a licence from one of those corporations transfers to the amalgamated corporation.

A transfer will not be approved, in most instances, if the current licensee has an outstanding monetary penalty or if the recipient of the transfer would not be eligible to be issued a licence.

The business trade (operating) name may have to be registered under the Business Names Act. Also note that corporations must file updated information with respect to officers and directors of a corporation with the Companies and Personal Property Security Branch on a regular basis. Please see the Ontario.ca Central Forms Repository. Forms must be forwarded to the Companies and Personal Property Security Branch for processing.

Authorization to Contract Out

A licensee may contract out the operation of the business to another person who is applying to receive the transfer of the licence if regulatory requirements are met. The licensee remains liable under the licence during the period for which the operation of the business has been contracted out.

The ability to contract out the operation of the business expires, on the issuance of the transfer of the licence; on the issuance of a notice of proposal to refuse the transfer; or upon expiry of the licence.

The Authorization to Contract Out must be submitted to the AGCO with the transfer application, and appropriate liquor licensing fee.

Note that a Personal Disclosure for the person who will be responsible for managing the premises must be submitted and processed by the AGCO, before the Authorization to Contract Out becomes effective and the transfer applicant is permitted to sell and serve liquor on the premises.

Make sure to check the expiry date of the licence, and have the licensee renew it (if necessary) to ensure it does not expire during the transfer period.

Transfer Checklist

The following is required, in most instances, to transfer a Liquor Sales Licence:

  • Fee
  • Entity Disclosure*
    Entity Disclosure information must be provided by the applicant corporation and by all corporations directly or indirectly holding 10% or more of outstanding shares, or a class of shares of the applicant.
  • Personal Disclosure*
    Personal Disclosure information must be provided by all of the following persons:
    • Sole Proprietors
    • All Officers and/or Directors
    • All Partners
    • Any shareholder holding 10% or more of outstanding shares, or a class of shares
    • On-site manager, if applicable.

* For complete information, please refer to the Personal and Entity Disclosure Guide.

  • Supporting Documents, e.g. possession information (how and when possession of the licensed premises was obtained).
  • Authorization to Contract Out (if applicable)
    The applicant must apply for an Authorization to Contract Out (together with the Liquor Sales Licence Transfer Application and transfer fee) if the applicant intends to operate during the transfer process. The applicant may not operate until they have received the “Authorization To Contract Out” from the Registrar. The licence holder and applicant are both responsible for compliance with all requirements of the licence during the authorization to contract out period.
      
    An Authorization to Contract Out expires when the licence is transferred, expires or when a notice of proposal to refuse the transfer is issued. Both the licence holder and the transfer applicant must sign both the Transfer Application and the Application for Authorization to Contract Out.
         
    Download Authorization to Contract Out form
     
  • Consent to Transfer
    Download Consent to Transfer form

The following is required to complete a transfer application, but may be submitted later in the application process:

  • Letter of Confirmation or Minutes / Shareholders’ Resolution. The AGCO requires confirmation that the transfer of ownership has been completed. You will need to submit one of the following:
    • If the change of ownership involved the transfer of shares within a corporation, you will need to submit a copy of the Minutes/Shareholders’ Resolution;
    • If the change of ownership did not involve the transfer of shares within a corporation, you will need to submit a letter after closing confirming the date the transaction was completed. The AGCO accepts the closing letter only from the current licence holder, a lawyer or an accountant.

Note regarding Retail Sales Tax Act and the Liquor Tax Act: If either the current liquor licence holder or the transfer applicant owes money (under the RSTA or LTA) to the Ministry of Finance, the Liquor Sales Licence Transfer Application cannot proceed until this debt has been resolved. Retail Sales Tax Act and Liquor Tax Act clearance is not required for Trustees in Bankruptcy or Court Appointed Receivers applying for a temporary Liquor Sales Licence.