Businesses are required to obtain a Clearance Certificate, or equivalent Certificate Letter, from the Minister of Finance under the Retail Sales Tax Act (RSTA) for sales of assets.  To enhance the effectiveness of clearance certificates, the 2011 Budget amended the RSTA to allow the minister to withhold clearance certificates until tax debts under the following additional statutes were paid or secured:  Alcohol, Cannabis and Gaming Regulation and Public Protection Act, 1996; Fuel Tax Act; Gasoline Tax Act; Race Tracks Tax Act; and Tobacco Tax Act.

Persons who sell their business or business assets, in whole or in part, are required to obtain a Clearance Certificate, or equivalent Certificate Letter, from the Ministry of Finance. A Clearance Certificate certifies that all Retail Sales Tax (RST) collectable or payable by the seller has been paid or secured. It also protects the purchaser from the responsibility for the outstanding RST liabilities of the seller. A Certification Letter is issued as proof of due diligence when the search reveals no Retail Sales Tax history.

The purchaser is required to obtain from the seller a copy of the Clearance Certificate or Certificate Letter obtained by the seller. If the purchaser fails to obtain a Clearance Certificate from the seller, the purchaser may be held liable for any RST owing by the seller at the time of the sale.

In certain circumstances, such as where RST is owed by the seller or where an audit has been scheduled but not completed prior to the closing date of the sale, the Ministry of Finance may require funds to be held back from the proceeds of the sale prior to issuing the Clearance Certificate or the seller may be asked to agree in writing to a condition being placed on the certificate.

All requests for Clearance Certificates must be made in writing, at least two weeks before the sale takes place.  Signed authorization must be given by the seller, to allow a Third Party to make the request and obtain the reply letter on their behalf.

The request should be sent by email to, or by fax to 905 436-4474, or by mail to:

Ministry of Finance
Collections  Support Operations
33 King Street West, 6th Floor
Oshawa ON  L1H 8H5

The following information should be included in the written request for a Clearance Certificate.

Please refer to official documentation (account statements/returns, etc) to ensure information is accurate, as registered:

  1. Legal Name of Seller
    Sole Proprietor – the Legal Name is the individual’s name, as registered
    Partnership – the Legal Name is the names of the all the partners, as registered
    Corporations – the Legal Name is the Corporation Name, as registered
  2. Trade Name of Seller – the Operating Name of the Business
  3. Business address and telephone number of seller – where the Business itself is located
  4. Forwarding address of seller
  5. Date of sale/closing
  6. Details of the sale, i.e., sale of portion of assets, sale of shares only, etc.
  7. RST Vendor Permit Number (if applicable, found on RST Vendor Permit, Tax returns, Statements), OR Business Number (also known as HST#)
  8. Purchaser's Legal Name, address and telephone number
  9. Written authorization from the seller (Director, Sole Proprietor or Patner) allowing the release of confidential account details if the request is made by a third party (i.e., seller's representative)
  10. Please provide the specific email address where we may send your Clearance Certificate/Certification Letter.

NOTE: reply letters are usually issued 1-2 Business Days prior to the given Closing Date, as the letters cannot be post-dated.

The information contained in this publication is only a guideline. For more information on the sale of business assets, contact the Ontario Ministry of Finance at 1 866 ONT-TAXS (1 866 668-8297).