Why does my lawyer run the registry searches again on the morning of closing?

A registry search shows what was on file on the day it was run, and nothing after that. A closing that happens weeks after signing leaves a gap in which a lender can register a new claim against the business’s assets. Repeating the key searches on the morning of closing, often called bring-down searches, is how the buyer’s lawyer checks that nothing has appeared before the money moves.

What a registration does

Provincial personal property registries record liens that lenders register against movable property such as vehicles and equipment. Ontario, British Columbia, Alberta and Saskatchewan each run their own, and all of them tell buyers to search before buying. Ontario’s guidance explains that a search may show the seller has borrowed and that the lender may have rights in the goods.

Why the morning, not the week before

Registrations can be made at any hour. Saskatchewan’s registry, for one, runs online around the clock. The nearest practical moment to funding is therefore the most reliable one, because it is the last point at which a new claim can be found while the buyer still holds its money. A new registration is not automatically a problem. A lien is notice of a legal claim that secures a debt, so the lawyer wants to know whether it secures a loan being repaid at closing or something else.

Corporate status gets rechecked too

The seller’s corporation can also change between signing and closing. In Ontario anyone can run a basic search of the Ontario Business Registry for free, and the registry also sells profile reports and a certificate of status. Your lawyer decides which searches to repeat and what to do about a new result.

Questions worth putting to your lawyer

• Which searches will be repeated, and at what point on closing day?
• What happens to funding if a new registration appears?
• Who obtains the discharge if a lien secures debt that is being paid out of the proceeds?