TREADSTONE LAW · ONTARIO · DIGITAL LEGAL SERVICES · EST. MMXXI ·TSL
Learn/Ask a Lawyer/Buying & Selling a Business/Who's responsible if the…
Buying & Selling a Business

Who's responsible if the security deposit with the landlord hasn't been transferred by closing?

TSL Written by the Treadstone Law team· Updated August 2026

This should be addressed directly in the lease assignment agreement or the purchase agreement itself — either the existing security deposit held by the landlord is formally assigned to the buyer, usually with a matching credit to the seller reflected in the statement of adjustments, or the deposit is refunded to the seller separately while the buyer posts a fresh deposit of its own with the landlord.

If it isn't addressed and closing happens anyway, the seller technically remains the party entitled to that deposit from the landlord's perspective, which can leave the buyer needing to sort out reimbursement directly with the seller, or negotiate a new deposit arrangement with the landlord after the fact — both less clean than resolving it before closing. This is exactly the kind of detail that should be confirmed with the landlord and built into the lease assignment paperwork ahead of time, since it's a straightforward gap to close beforehand and a genuinely awkward one to unwind once the deal has already completed.

Key takeaways

  • The security deposit should be addressed in the lease assignment or purchase agreement itself.
  • Options are typically assignment to the buyer with a price credit, or refund plus a new deposit.
  • An unaddressed deposit leaves the seller technically entitled to it after closing.
  • Confirm the arrangement with the landlord before closing, not after possession changes hands.
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.
Was this helpful?Share:

Go deeper

Still have questions?

Search 6,000 answers, or send yours to a Treadstone lawyer — we answer in plain language.

All answersStart a File →