Which liens on business assets will a registry search miss?

A registry search tells you what has been registered against the names and serial numbers you searched. Some claims on a business’s assets are held in other ways, or recorded elsewhere, so a buyer who stops at the registry can miss them. Start with the core search described in how to check for liens on business assets, then look for the claims that fall outside it.

Liens held by possession

Ontario’s Repair and Storage Liens Act sets out possessory liens for repairers and storers, alongside non-possessory liens, which are enforceable against third parties only if a claim for lien has been registered. Ontario’s registry guidance says a repairer or storer who gives up possession before being paid in full should register a claim for lien. A buyer’s question runs the other way: is any equipment, vehicle or stock in a repair shop or storage facility right now? If so, ask the holder what is owed before assuming the registry tells the whole story.

Liens recorded with other agencies

British Columbia’s guidance says some liens need to be filed with other government agencies, and it lists builders’ liens, family maintenance liens, annual property tax deferment liens and liens for unpaid wages. Other provinces divide the work differently, so ask your lawyer which records apply where the business operates. If the business owns its premises, also ask which land records need searching, because those are not part of a personal property search.

Questions that surface what searches miss

• Is any equipment, vehicle or stock out for repair or in storage today, and is anything owed on it?
• Which contractors worked on the premises recently, and have all of them been paid?
• Are any wages or supplier accounts overdue?
• Has anyone threatened to register or enforce a claim against the business?

Turn what you find into a closing item

Alberta’s registry guidance lists a search for a certificate of an expired or discharged registration, which is one way to check a discharge afterwards. Any lien you find becomes a payout and release item in the purchase agreement, with its own deadline. A fresh round of searches close to closing then shows whether anything new has appeared since you first looked.