How to Do a Personal Property Registry Search in Manitoba

If you are buying a Manitoba business, you want to know that the equipment, inventory and receivables you are paying for are not already pledged to a lender. A lender that has a security interest in those assets may still have a claim on them after the sale.

A search of the Personal Property Registry is the usual first check. This article explains how the search works, how to read what comes back, and what to do if a lender's registration appears.

This article covers the law of Manitoba.

What the Personal Property Registry shows

The Personal Property Registry is where lenders and other secured creditors register their security interests in things like equipment, vehicles, inventory and accounts receivable. The rules come from The Personal Property Security Act of Manitoba.

For a buyer, a registration is a warning sign. It suggests that someone has lent money to the seller and taken the seller's assets as security. It does not by itself tell you how much is still owed, so you need to follow up.

How to run the search

Under The Personal Property Security Act, any person may request a Personal Property Registry search by the name of a debtor. You do not need the seller's permission to search, though you will usually tell the seller you are doing due diligence.

The name you search matters. Run the search against the seller's exact legal name, not a trade name or a shortened version. An error in a debtor's name can invalidate a registration only if a search under the correct name would not reveal it, so the correct name is the one that counts.

• If the seller is a corporation, confirm its exact name first. The Manitoba Companies Office publishes online instructions for corporate and registry searches and file summaries, which can confirm a corporation's existence, directors and filings.
• If the seller is an individual or partnership, ask for the full legal names as they appear on formal documents.
• Consider searching any prior names the business has used, and ask your lawyer whether that is worthwhile.

The registry rules have been amended recently. Manitoba Regulation 88/2026 amends the Personal Property Registry Regulation, including a debtor birth-date field and withholding certain debtor address information from search results. If you search an individual, expect search results to look a little different from older examples.

Reading the results

A registration is not always a problem. Many businesses carry ordinary financing, and the loan can often be paid out from the sale proceeds. What matters is that you know about it before closing.

Getting liens dealt with before closing

If a registration appears, the usual approach is to have the seller deal with the lender so the debt is paid out or the lender agrees to release the assets you are buying. How the release is documented and registered is something your lawyer can arrange as part of the closing steps.

Liens are not the only debt that can follow a business. In an asset sale, a buyer who does not obtain the bulk sale certificate duplicate is liable for the seller's Manitoba tax debt as at the date of sale. A buyer who obtained the certificate is protected from a later-found debt that existed when it was issued. A registry search does not cover that risk.

What to do next

• Confirm the seller's exact legal name.
• Run the Personal Property Registry search and keep a copy of the results.
• Ask the seller to explain every registration and the amount still owed.
• Make payout and release of the liens a condition of closing.
• Repeat the search close to closing, in case a new registration appears.
• Have a lawyer review the results before you sign.

Frequently asked questions