Does a lender register anything against the business, or just against me personally?
Typically both, depending on the security package the lender negotiates as part of approving the loan. Most commercial lenders financing a business acquisition register a general security agreement against the business itself under Ontario's Personal Property Security Act, giving the lender a registered interest in the target's equipment, inventory, and other personal property. This registration attaches to the business and its assets, not to the individual borrower personally.
Separately, if the individual behind the purchase has given a personal guarantee, which is common for a newly acquired small business without its own credit history, the lender may also register directly against personal assets, such as a mortgage or charge against real property put up as additional collateral. Whether both layers exist, and how far each reaches, depends entirely on what security the specific loan agreement and guarantee actually require. A buyer should ask for, and carefully review, the full list of registrations and collateral the lender intends to take, rather than assuming security is limited to just the business or just personal assets.
Key takeaways
- Lenders commonly register a PPSA security interest against the business's own assets.
- A personal guarantee can add separate registrations against the guarantor's own assets.
- Whether both apply depends on the specific security package negotiated.
- Ask for the full list of registrations the lender intends to take.