TREADSTONE LAW · ONTARIO · DIGITAL LEGAL SERVICES · EST. MMXXI ·TSL
Home/Articles/Corporate
№ 426 Corporate

Standby Letters of Credit in Ontario Business Financing: How They Work

Asked to provide a standby letter of credit for an Ontario business deal? Learn what it commits you to and how it differs from a guarantee or deposit.

Corporate7 min readTSLBy the Treadstone Law team · OntarioUpdated 2026-07
All articles
Key takeaways
  • A standby letter of credit (often called a "standby LC" or "SBLC") is a commitment issued by a bank, on behalf of its business customer (the applicant), to pay a specified amount to a…
  • The key distinction from a cash deposit: your money isn't sitting with the landlord or supplier — it's your bank's money that pays out, and your bank then looks to you (often under a…
  • - It's often easier to draw on than pursuing a lawsuit.

If a landlord, supplier, or counterparty has asked your business for a standby letter of credit instead of a cash deposit or a personal guarantee, it can feel like an unfamiliar and slightly alarming request. A standby letter of credit is a real financial commitment — it ties up your business's credit with your bank — and it works differently from either a cash deposit or a straightforward guarantee.

Here's what a standby letter of credit actually commits your business to, and what to check before you agree to provide one.

What a Standby Letter of Credit Is

A standby letter of credit (often called a "standby LC" or "SBLC") is a commitment issued by a bank, on behalf of its business customer (the applicant), to pay a specified amount to a third party (the beneficiary) if the applicant fails to perform an underlying obligation — for example, fails to pay rent, fails to deliver goods, or defaults on a contract.

Unlike a typical commercial letter of credit, which is expected to be drawn on as the normal method of payment in a transaction, a standby letter of credit is meant to sit in reserve — a backstop that the beneficiary only draws on if something goes wrong. In practice it functions much like a guarantee of performance, but issued by a bank rather than a person.

The parties involved

How a Standby Letter of Credit Differs From Other Security

InstrumentWho pays if you defaultWhat it ties up
Cash depositThe deposit itself is usedCash, held by the counterparty
Personal guaranteeAn individual, personallyAn individual's personal assets
Standby letter of creditYour bank pays, then seeks reimbursement from youYour business's credit facility/collateral with the bank
Corporate guaranteeYour corporation, as a separate promisorThe guarantor corporation's assets

The key distinction from a cash deposit: your money isn't sitting with the landlord or supplier — it's your bank's money that pays out, and your bank then looks to you (often under a separate reimbursement agreement, sometimes backed by its own security over your assets) to be repaid. This means a standby letter of credit ties up your borrowing capacity or collateral with your own bank, even though no cash has left your account yet.

Why a Counterparty Might Ask for One Instead of Cash

What Your Business Is Actually Committing To

  1. A reimbursement obligation to your bank. If the beneficiary draws on the letter of credit, your bank pays out, and you owe your bank that amount back — usually on demand, sometimes with interest.
  2. Collateral or a reduction in borrowing capacity. Banks typically require cash collateral, a security interest, or a reduction of your available credit line to issue a standby letter of credit — it is rarely free.
  3. Fees. Banks charge issuance and, often, ongoing fees for maintaining a standby letter of credit — these vary by institution and are not fixed by any government schedule, so confirm the specific costs with your bank.
  4. Exposure to a "documents-only" draw. Because standby letters of credit are typically payable against presentation of specified documents rather than proof of actual default, there is a real risk of an unjustified or disputed draw — the bank generally must pay first and let disputes be sorted out afterward between applicant and beneficiary.

Questions to Ask Before You Agree to Provide One

Frequently asked questions

Is a standby letter of credit the same as a bank guarantee?

The terms are often used loosely and somewhat interchangeably in commercial practice, but "standby letter of credit" is the more precise and internationally standardized term, typically governed by international rules that most banks incorporate into the instrument. The practical effect for your business is similar either way — always read the actual document rather than relying on the label.

Can I negotiate the terms of a standby letter of credit?

The underlying business terms — amount, duration, draw conditions — are negotiated between your business and the beneficiary (landlord, supplier, etc.) before your bank issues the instrument. The bank's own reimbursement agreement and collateral requirements are separately negotiated with your bank.

What happens if the beneficiary draws on the letter of credit unfairly?

Your bank is generally still obligated to pay if the presented documents comply with the letter's stated conditions — disputes about whether the underlying default actually occurred are typically resolved afterward, directly between the applicant and the beneficiary, not by the bank refusing to pay. This is exactly why the draw conditions need careful review before you agree to them.

Does providing a standby letter of credit affect my ability to borrow elsewhere?

It can. Because it typically requires cash collateral or ties up a portion of your credit line with the issuing bank, it reduces your available borrowing capacity in practice, even though it isn't structured as a traditional loan.

This article is general information, not legal advice. Reading it does not create a lawyer-client relationship. Ontario laws, tax rates, and government programs change, and how the law applies depends on your specific facts. For advice about your situation, speak with a licensed Ontario lawyer. Treadstone Law is licensed by the Law Society of Ontario — reach us at 1-844-900-1070 or start a file online.

This is a corporate question

Start a file online — flat, published fees, reviewed by a licensed Ontario lawyer before a dollar is owed.

ContactStart a File →