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.

Changes in ownership (commonly referred to as licence transfers) must be approved by the AGCO. An application must be submitted for approval before the change is made.

Licence transfers fall into two general categories:

  • A 100% change in ownership from that currently registered with the AGCO
  • A partial change in ownership from that currently registered with the AGCO.

If the licensee is a corporation, partnership or sole proprietorship, its 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.

Transfer With Authorization to Contract Out

An Authorization to Contract Out allows a transfer applicant to operate a licensed premises until the licence is either transferred into the applicant’s name, the licence expires, or the AGCO refuses the transfer, whichever comes first.

During this period, both the current licence holder and the transfer applicant are responsible for the sale and service of alcohol.

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

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

Corporate Rollover

You should apply for a transfer (corporate rollover) of a licence if:

  • An individual or a partnership incorporates. In this case the individual or the partners must be the only officer(s) and director(s) of the new corporation and a corporate structure form must be completed.
  • A corporation with a sole officer, director and shareholder becomes a sole proprietor.
  • A corporation with more than one officer, director or shareholder becomes a partnership and the officers, directors and shareholders are the only partners.

The following is required to transfer a Liquor Sales Licence:

  • Application 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 the 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 any class of shares
    • On-site manager, if applicable.

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

  • 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.

The following is required to complete a Transfer Of Ownership 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: If either the current liquor licence holder or the transfer applicant owes money (retail sales tax) to the Ministry of Finance, the Liquor Sales Licence Transfer Application cannot proceed until this debt has been resolved.

Temporary Transfer of a Liquor Sales Licence

A premises with a valid Liquor Sales Licence may be eligible for a one-year non-renewable transfer in order to dispose of the business in an orderly fashion, if the licensed premises is temporarily taken into possession by:

  • A trustee in bankruptcy
  • A court-appointed receiver
  • A mortgagee (on the property)
  • A franchiser
  • A landlord by default of lease
  • An executor or administrator of the estate of a deceased licensee.

An application for a Temporary Transfer must be completed by one of the eligible applicants listed above and forwarded to the AGCO along with the appropriate licensing fee.

Applicants may not sell, serve or permit consumption of alcohol on the premises until the Temporary Liquor Sales Licence has been issued by the AGCO.

A Temporary Transfer Licence allows an applicant to hold a Liquor Sales Licence for up to one year to permit an orderly disposition of the business. A temporary licence is valid for one year only and is non-renewable. A Transfer application and fee must be received by the AGCO at least ten (10) days prior to the expiry date of the temporary licence.

The following may be eligible to apply for a temporary transfer:

  • Landlord in possession
  • Franchiser in possession
  • Mortgagee in possession (Chattel Mortgagees not eligible)
  • Trustee in bankruptcy
  • Court-appointed receiver
  • Executor/Executrix or Administrator of the estate of a deceased licensee.
Note regarding Retail Sales Tax: The AGCO cannot accept a temporary transfer application if there are outstanding monies owed to the Ministry of Finance by the current licensee. Any monies owing to the Ministry of Finance, Retail Sales Tax branch must be paid/resolved prior to the Commission issuing the licence. Retail Sales Tax clearance is not required for Trustees in Bankruptcy or Court Appointed Receivers applying for a temporary Liquor Sales Licence.

Application Checklist

The following items must be submitted for your application to be processed.

  • Application 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 the 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 any class of shares
    • On-site manager, if applicable.
  • Supporting Documents, e.g. possession information (how and when possession of the licensed premises was obtained).

If you plan to operate, the following will also be required:

  • Operating Information (including the names of those persons who will manage the day-to-day operation of the liquor business at the premises).
  • Business Name Registration: The business name under which you intend to operate may have to be registered under the Business Names Act. For information regarding business name registration please call toll free 1-800-361-3223 or visit the Service Ontario website.
 

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