The Bulk Sales Act (BSA) was BC legislation designed to protect a business's creditors when a seller disposed of inventory in bulk — outside the ordinary course of business — without notifying creditors or satisfying outstanding obligations. The concern was that a seller could liquidate business assets, pocket the cash, and leave creditors unpaid. In British Columbia, the Bulk Sales Act was repealed as part of legislative modernization, and most Canadian provinces have similarly eliminated or narrowed their BSA requirements. Ontario repealed its BSA in 2020. However, similar protections for creditors are now embedded in the PPSA (Personal Property Security Act), employment statutes, and the PST Act. In practice, buyers and their lawyers still conduct a BSA-equivalent investigation: ordering PPSA searches to identify registered security interests against the assets being purchased, confirming suppliers and trade creditors are paid out at closing (often through a holdback or vendor direction), and obtaining estoppel certificates or payoff letters from secured creditors. The practical effect is that an asset purchase should include a lien search and creditor confirmation protocol even if the formal BSA no longer applies.
A buyer acquiring the assets of a Penticton restaurant orders PPSA searches and discovers a registered security interest from a commercial lender against the restaurant equipment. The buyer requires the seller to provide a discharge of that security interest as a condition of closing, with a portion of sale proceeds directed to the lender to clear the lien.
Legal concepts are where buyers most commonly get hurt in Canadian acquisitions. Ali flags these issues during LOI negotiation so your lawyer is focused on the right risks from day one.