Incorporating a laundromat or dry cleaner: buy assets, split out the building

Buy assets through a new corporation, not the seller's shares

An asset purchase through your own fresh corporation takes the machines, the lease, and the goodwill — and leaves the seller's corporate history behind: old debts, undisclosed wage claims, and, at a dry cleaner, decades of solvent handling you cannot see on a walkthrough. A joint GST/HST section 167 election keeps tax off the price when you acquire substantially all the business assets, so the asset route costs nothing extra at the register.

Sellers push for share deals because shares can access the lifetime capital gains exemption, now $1.25 million — that is a price negotiation, not a reason to inherit their corporation. The dry-cleaning side sharpens this: perchloroethylene (perc) was the industry's standard solvent for decades, contamination surfaces years later, and cleanup liability follows both the corporation that operated the plant and the land itself. Buy shares of an old plant and its history becomes yours; buy assets on a leased site and most of it stays behind. If land is in the deal, a Phase I environmental assessment — escalating to a Phase II with soil samples on any flag — comes before anything is signed.

Diligence: what to verify before the corporation signs

Coin businesses attract optimistic revenue claims, and the corporation you just built should not overpay for them. This is the checklist that decides price.

The building deserves its own company

When the real estate is part of the purchase, the standard structure is two corporations: a holding company that owns the property and an operating company that runs the machines and pays market rent under a written lease. Operating claims — a slip on a wet floor at 9 p.m., an employment dispute, an equipment financing gone bad — then stop at a tenant instead of reaching the building. Set it up at closing: moving the property into a holdco later means a second round of Ontario land transfer tax.

Two honest caveats. Environmental liability runs with the land, so at a former dry-cleaning site the holdco owns exactly the risk the structure cannot shield — which makes the pre-purchase assessment more important, not less. And associated corporations divide one $500,000 small business limit between them, so the split changes where the 12.2% rate applies, not how much of it you get.

Running the corporation after closing

Laundromat pricing is tax-included: the posted coin and card price already contains HST, so the corporation remits 13/113 of gross rather than adding tax at the machine, and clean monthly remittance math depends on card-system and counter data flowing straight into the books — the core of laundromat bookkeeping. Wash-dry-fold and dry-cleaning counter staff go on a corporate payroll account, and an unattended location's slip-and-fall exposure is precisely the kind of claim the corporation exists to contain once insurance responds.

Retained profit taxed at about 12.2% is what funds the equipment refresh cycle this business lives on — machines in Class 8, replaced in blocks, often financed through US equipment lenders in US dollars. The financing and import side of that lives on our cross-border tax page for laundromats.