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