Am I taking on any WSIB or tax debts if I only buy the assets out of a receivership sale?
In a straightforward asset purchase, unassumed debts, including WSIB premiums or tax debts, generally stay with the selling, insolvent entity rather than transferring to the buyer. But this area deserves extra caution rather than a blanket assumption: certain provincial and federal tax obligations can carry statutory liens or deemed-trust claims against the seller's property, which can affect priority in the sale proceeds even under Ontario's personal property security regime, and a court-approved vesting order is one of the main tools specifically used to cut these kinds of claims off from following the assets into a buyer's hands.
Without a vesting order, a buyer has meaningfully less certainty on this point. Because priority among these claims is genuinely fact-specific, have the receiver or trustee, together with your own lawyer, confirm exactly what happens to WSIB and tax claims on closing, rather than assuming they're automatically left behind just because you only bought assets.
Key takeaways
- Unassumed WSIB and tax debts generally stay with the insolvent seller in an asset purchase.
- Certain tax claims can carry liens or deemed-trust status that affects priority.
- A vesting order is a key tool for cutting these claims off from the purchased assets.
- Priority is fact-specific — confirm the treatment of these claims with the receiver or trustee before closing.