What's the risk of buying assets from a company that still owes money to its own suppliers?
Generally, buying specific assets from a company doesn't make you personally responsible for its unpaid supplier debts — those obligations belong to the selling corporation, and Ontario no longer has a bulk-sales creditor-notice regime requiring special protections for trade creditors on an asset sale; that regime was repealed in 2017. So the risk here isn't automatic assumption of the seller's general debts.
The real risk is narrower but still real: some suppliers protect themselves by registering a security interest against specific equipment or inventory they've sold on credit. If that's the case, the lien can attach to the specific asset you're buying, regardless of whether you're taking on the seller's debts generally. A search under Ontario's Personal Property Security Act before closing tells you whether any of the assets you want are subject to this kind of registered claim.
If a supplier is owed money and holds registered security, you'll want that dealt with — paid off, discharged, or accounted for in price — before closing, rather than discovering it afterward. A business lawyer running PPSA searches and reviewing the seller's material supplier relationships is the practical safeguard here.
Key takeaways
- Buying assets generally doesn't make you responsible for the seller's unpaid supplier debts.
- Ontario's bulk-sales creditor-notice regime was repealed in 2017 and no longer applies.
- A supplier's registered security interest can still attach to a specific asset you're buying.
- Run a PPSA search and resolve any registered claims before closing.