PPSA Registration and Search (Ontario)

The Personal Property Security Act, R.S.O. 1990, c. P.10, governs security over personal property in Ontario: everything other than land, including goods, receivables, instruments, shares and intangibles. It looks at substance, not labels. The Act applies to conditional sales, chattel mortgages, floating charges, pledges, assignments of accounts and leases of goods for a term of more than one year, whatever the parties call them.

The Act maintains one provincial registry, the Personal Property Security Registration system, which also records liens under the Repair and Storage Liens Act. ServiceOntario provides online access through its Access Now service. The registry holds financing statements, not the underlying loan or security documents. A registration says that a creditor may claim an interest; it does not prove a debt exists or show how much is owing.

Two features surprise people. First, unless the collateral is consumer goods, a financing statement can be registered before the security agreement is signed. Second, registration does not give anyone constructive notice; its legal effect comes from the priority rules.

A financing statement is filed electronically and records:

• Debtor name. For an individual: first given name, initial of any second given name, surname and date of birth. For a corporation: its exact incorporated name.
• Secured party name and address.
• Collateral classification: consumer goods, inventory, equipment, accounts, other, or any combination, with an indication of whether a motor vehicle is included. Vehicles are identified by vehicle identification number (VIN) where the rules require it.
• General collateral description, optional but common.
• Registration period: 1 to 25 whole years, or perpetual.

As of October 2026, registration costs $8 per year of the registration period, or $500 for a perpetual registration; amendments cost $12 and discharges are free. A registration is effective only during its registration period, so renew it before it expires. The secured party must send the debtor a copy of the verification statement within 30 days, unless the debtor waived that right in writing.

Errors do not automatically void a registration. The test is whether a reasonable person is likely to be misled materially. In practice, the dangerous error is a wrong debtor name or VIN that keeps the registration from appearing in a search.

Registration is how most security interests are perfected. A security interest is perfected once it has attached (a signed security agreement, value given and the debtor has rights in the collateral) and the perfection step is complete. Registration perfects a security interest in any type of collateral; some collateral, such as goods and instruments, can also be perfected by the secured party holding it.

Perfection drives priority:

• Between registered security interests, the first to register generally wins, regardless of who lent first.
• An unperfected security interest ranks behind a perfected one and is not effective against a trustee in bankruptcy.
• A purchase-money security interest (PMSI) can rank ahead of an earlier registration in the specific assets it financed if it is registered in time and, for inventory, after notice to earlier secured parties.

Our general security agreement entry shows how these rules play out between a bank, a seller and an equipment financier.

Is an intercompany loan an instrument under the PPSA? Only if a qualifying document evidences it. The Act defines an instrument to include a note within the meaning of the Bills of Exchange Act, so an intercompany loan documented by a promissory note that meets that definition is an instrument. A loan recorded only in the ledger or in an ordinary loan agreement is generally an account, which the Act defines as a monetary obligation not evidenced by chattel paper or an instrument. The label matters when the lending company grants security over its own assets or pledges the note. Our guide to intercompany loans covers the documents.

Registrations are indexed by debtor name, so name changes matter. Once the secured party learns that the debtor has changed its name, and learns the new name, it has 30 days to register a financing change statement or take possession of the collateral; otherwise its security interest becomes unperfected. Transfers of collateral work similarly: 15 days after a transfer the secured party consented to, or 30 days after it learns the transferee's details for a transfer made without consent. A security interest that lapses this way can be perfected again during the rest of the registration period, but a person who acquired rights in the collateral in the meantime may take priority.

Two consequences follow. A company going through a corporate name change should notify its secured creditors as part of the process. And buyers and lenders must search former names, because the 30-day clock starts only when the secured party learns of the change; a creditor who never learned of it generally remains perfected under the old name.

When a debt is repaid, any person with an interest in the collateral can demand in writing that the secured party register a discharge. A secured party that fails to do so within 10 days without reasonable excuse must pay $500 plus resulting damages, and a court can order the registration removed.

In an asset purchase, a PPSA search tells the buyer which creditors claim the assets it is buying, and it is a core part of due diligence. Good practice:

1. Search every name the seller has used: current legal name, former names, predecessor corporations from amalgamations and, for individuals, exact names with dates of birth.
2. Search the VIN of every vehicle in the deal.
3. Ask each registered creditor for a payout statement and an undertaking to discharge, and make discharge a closing condition in the asset purchase agreement.
4. Update the searches immediately before closing.

The registrar's search certificate states what was registered at the time of the search and is proof of its contents unless shown otherwise; it may also list similar names. As of October 2026, each search costs $8. A search shows registrations, not every claim: deemed trusts, most statutory liens, charges on land and unregistered interests will not appear, so combine it with tax, litigation, execution and title searches. Lamba Law's free due diligence checklist lists the full set, and our acquisition due diligence service handles the searches and closing discharges.

The Bulk Sales Act no longer applies. Ontario's Bulk Sales Act required a buyer of stock in bulk, sold outside the seller's usual course of business, to obtain a sworn statement of the seller's trade creditors and see them paid or provided for, and a non-compliant sale was voidable. The Act was repealed on March 22, 2017. Buyers no longer need bulk sales affidavits; protection now comes from PPSA searches, discharges at closing, representations and warranties, and holdbacks.

Wei Chen is buying the assets of a Burlington gym from Fitzgerald Fitness Ltd., owned by Colleen Fitzgerald, for $650,000. A business debtor search under the corporation's current name shows one registration: the bank's general security agreement, covering every collateral class. Colleen mentions that the company changed its name in 2023; before that it was a numbered company. A second search under the former name reveals an equipment financier's registration over treadmills and strength machines financed in 2022. The financier was never told of the name change and never amended its registration.

Because the 30-day period never started, the financier's security interest likely remains perfected, and left unaddressed it would follow the equipment to Wei. The parties add two closing conditions: the bank delivers a payout letter and discharges its registration from the sale proceeds, and the seller pays the $58,000 equipment balance so the financier registers a discharge. A $30,000 holdback covers any registration that appears in the bring-down search. The searches run the day before closing show only the two registrations being discharged, and the deal closes on schedule.