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Buying & Selling a Business

Can a hidden lien on equipment follow me even if I only buy the assets?

TSL Written by the Treadstone Law team· Updated August 2026

It can, if you buy the equipment without checking for and clearing an existing registered security interest against it. In Ontario, security interests in personal property like equipment are registered under the Personal Property Security Act, and a properly registered lien generally remains attached to the asset itself and can follow it into the hands of a new owner, even one who bought it honestly and without knowing the lien existed — the buyer's good faith doesn't automatically defeat a properly perfected security interest.

This is exactly why a Personal Property Security Act search against the seller (and, ideally, against the specific equipment's serial numbers where applicable) is a standard step before closing an asset purchase, not an optional formality. If a search turns up a registered interest, your purchase agreement should require the seller to discharge it, and closing funds are often directed to pay off the secured creditor directly so the discharge actually happens rather than being promised for later.

Never assume equipment is lien-free just because the seller says so — confirm it through a search and build the discharge into your closing mechanics. A Treadstone business lawyer can arrange the search and structure the payout.

Key takeaways

  • Registered security interests can follow equipment to a new owner, even an innocent buyer.
  • A Personal Property Security Act search before closing is standard, not optional, due diligence.
  • If a lien turns up, require discharge and direct closing funds to pay the secured creditor.
  • Don't rely on the seller's word that equipment is free of registered security interests.
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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