Am I personally on the hook for a bank loan if my new corporation can't make payments?
Only if you personally guaranteed the loan. A corporation is a separate legal entity from its shareholders and directors, and that separation is exactly what normally shields an individual from being personally responsible for the corporation's own debts, including a bank loan used to finance the acquisition itself, so long as no personal guarantee or other personal commitment was given.
In practice, however, Canadian lenders very commonly require a personal guarantee from the principal or principals behind a newly acquired small business as a condition of approving the loan, precisely because a newly formed acquisition corporation typically has no independent credit history or track record of its own for the lender to rely on. Where a personal guarantee was signed, the guarantor can become directly liable for the shortfall if the corporation fails to make payments, potentially exposing personal assets well beyond the corporate structure. Anyone financing an acquisition through a corporation should read exactly what, if anything, they personally signed, rather than assuming the corporate structure alone provides full protection.
Key takeaways
- A corporation's separate legal status normally shields individuals from its own debts.
- Lenders commonly require a personal guarantee for a newly acquired small business.
- A signed guarantee can expose personal assets beyond the corporate structure.
- Confirm exactly what, if anything, was personally signed rather than assuming protection.