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Business Sale

Can I buy a business in Ontario with seller financing, and how is it secured?

TSL Written by the Treadstone Law Team· Updated November 13, 2026

Yes, a seller can agree to be paid part of the price over time, often called a vendor take-back loan. How it works is set by the written deal, and the seller will usually want security for the unpaid balance.

Ontario's Personal Property Security Registration (PPSR) is a public database of registrations under the Personal Property Security Act, and it does not cover real property. An unperfected security interest in goods is not effective against a transferee who gives value and receives delivery without knowledge of it. That is why you should search before you buy, and why a purchase of a business's assets outside the ordinary course of business calls for a PPSR search and lien discharges.

As a buyer of a business's assets outside the ordinary course, you do not get the protection given to buyers of goods in the ordinary course, so a PPSR search and lien discharges matter. Ask for a WSIB purchase certificate before the sale date, because without a valid one the WSIB may hold you liable for amounts the seller owed. Both sides should have the terms, security and payment schedule written down and reviewed by a lawyer.

Key takeaways

  • Ontario's Personal Property Security Registration (PPSR) is a public database of registrations under the Personal Property Security Act, and it does not cover real property.
  • A purchase of a business's assets outside the ordinary course does not get the protection given to ordinary-course buyers of goods, which is why a PPSR search and lien discharges matter.
  • An unperfected security interest in goods is not effective against a transferee who gives value and receives delivery without knowledge of it.
  • A WSIB purchase certificate must be requested before the date of sale and is valid for 30 days from its issue date.
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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Sources

Links go to official government, court and regulator pages. The law changes — confirm you are reading the current version.

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