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Buying & Selling a Business

Does a general security agreement give the lender rights over inventory I haven't bought yet?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, generally. A general security agreement registered under Ontario's Personal Property Security Act typically includes "after-acquired property" language, meaning the lender's security interest is designed to automatically attach to qualifying assets the borrower acquires after the agreement is signed, not only to the specific inventory or equipment that existed at the time of registration. This is a standard and legally recognized feature of PPSA-based security, not an unusual or aggressive term.

The practical effect is that all future qualifying business inventory and equipment the buyer brings into the business after closing can become subject to the same lender's claim as the assets that existed at the outset, without the lender needing to register anything new each time new inventory is purchased. This matters for a buyer to understand clearly, since it means the lender's security interest effectively grows along with the business rather than being frozen to a fixed list of assets from closing day. Reviewing exactly what the general security agreement covers, rather than assuming it is limited to a specific asset list, is worth doing before signing.

Key takeaways

  • After-acquired property language is a standard feature of PPSA general security agreements.
  • The lender's security interest automatically attaches to future qualifying assets.
  • No new registration is needed each time new inventory is acquired.
  • Review the security agreement's actual scope rather than assuming a fixed asset list.
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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