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Buying & Selling a Business

Does a bank's security registration on the business stop me from selling assets later?

TSL Written by the Treadstone Law team· Updated August 2026

It can, depending on what the loan agreement and general security agreement actually say about disposing of secured assets. A general security agreement registered under Ontario's Personal Property Security Act typically restricts the borrower from selling or otherwise disposing of the secured collateral outside the ordinary course of business without the lender's consent, since doing so could reduce the value of what the lender is relying on to secure repayment.

Selling inventory in the normal course of running the business is usually contemplated and permitted under most loan agreements, since that is exactly how a business generates the revenue used to repay the loan. Selling significant equipment, real property, or other core assets outside that ordinary course, however, or selling the business itself while the loan remains outstanding, typically does require the lender's consent, or arranging for the loan to be repaid and the security discharged as part of that sale. A buyer planning any significant future asset sale while financing is in place should check the specific covenants in the loan agreement well before that sale is contemplated.

Key takeaways

  • A registered general security agreement can restrict disposing of secured assets.
  • Ordinary-course sales of inventory are typically permitted without separate consent.
  • Selling significant equipment or the business itself usually needs lender consent or payout.
  • Check the loan agreement's specific covenants before planning a future asset sale.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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