A buyer of business assets in Québec searches the register of personal and movable real rights — the RDPRM — because there is no Personal Property Security Act in Québec and no PPSA registry to search. What the buyer looks for is a movable hypothec, which article 2660 of the Civil Code of Québec calls “a real right on movable or immovable property made liable for the performance of an obligation”.
Key takeaways
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Article 2660 of the Civil Code of Québec defines a hypothec as “a real right on movable or immovable property made liable for the performance of an obligation”, conferring “the right to follow the property into whatever hands it may come, to take possession of it, to take it in payment, to sell it or to cause it to be sold”. The right to follow sits in the definition itself.
Article 2664 adds that “Hypothecation takes place only under the conditions and in accordance with the forms authorized by law”, and article 2665 that a movable hypothec “may be created with or without delivery of the movable hypothecated” — business lending uses the version without delivery. Article 2684 limits the blanket charge to “a person, partnership or trustee operating an enterprise”.
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Article 2934 provides that “The publication of rights is effected by their registration in the register of personal and movable real rights or in the land register”, and article 2970 routes movables there: “Rights concerning a movable and any other rights are published by registration in the register of personal and movable real rights”.
Article 2941 says publication of rights “allows them to be set up against third persons, determines their rank”, while “Rights produce their effects between the parties even if they are not published”. Article 2963: “Notice given or knowledge acquired of a right that has not been published never compensates for the absence of publication.” Treadstone Law’s note on perfection versus possession covers Ontario’s machinery for the same problem, and Ontario only.
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Article 2943 provides that “A right registered in a register in regard to property is presumed known to any person acquiring or publishing a right in the same property”, and adds that “A person who does not consult the appropriate register… may not invoke good faith to rebut the presumption.” In Québec the search is what stops a buyer arguing good faith later.
Ontario legislates the reverse. Subsection 46(5) of the Personal Property Security Act says registration “does not constitute constructive notice or knowledge to or by third parties of the existence of the financing statement”. Ontario builds knowledge into individual priority rules; Québec puts it in the register. Our companion piece on what an Ontario buyer takes subject to turns on PPSA section 39 instead.
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The Québec government describes it on its legal registers page: “The register indicates whether certain property such as road vehicles, company assets and so on have been given as security or are affected by a debt.” Article 3007 has the registrar record “the exact date, hour and minute of presentation”.
Its structure is why the search is a name search. Section 5 of the Regulation respecting the register of personal and movable real rights says the register “is composed of name files and descriptive files”; section 6 that “A name file shall be opened for each grantor named in an application for registration”; section 7 that “A descriptive file shall be opened only for a road vehicle listed in section 15”. Article 2950 agrees: a universality hypothec ranks “under the description of the grantor”.
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Search the registered name, and the business name. Section 13 of the Regulation opens a legal person’s file “under the person’s name and the postal code for the establishment”, and where it acts under another name, “a name file shall also be opened under the name of the business or the other name”. Section 13.1 applies “a writing standardization algorithm” to that name; waiver requests are denied. Applications, under article 2984, “are drawn up exclusively in French”.
Schedule II to the Act respecting registry offices sets searching by name at “$13 per name” and searching by road vehicle identification number at “$5 per number”. Section 18 provides the fees “are adjusted in accordance with section 83.3 of the Financial Administration Act”, and LegisQuébec flags an indexation notice effective 1 January 2026, so those are the statutory base.
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A hypothec on a universality is not defeated by trading. Article 2674 provides that it “subsists but attaches to property of the same nature which replaces property that has been alienated in the ordinary course of business of an enterprise”; where nothing replaces it, the hypothec attaches to “the sums of money which are proceeds of the alienation”.
Article 2961.1 says so outright for published reservations of ownership and leasing rights: they “may not be set up against a third person who acquires any such property in the ordinary course of business of the seller’s enterprise”. None of it reaches the buyer of the business: buying the assets as a block is ceasing to trade, not trading. Ontario says it differently: PPSA subsection 28(1) frees only “A buyer of goods from a seller who sells the goods in the ordinary course of business”.
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Where property leaves other than in the ordinary course, the creditor gets a preservation step. Article 2700 provides that a movable hypothec on property “that is not alienated in the ordinary course of business of an enterprise and that is not registered in a file opened under the description of the property is preserved by filing a notice of preservation of hypothec in the register of personal and movable real rights”.
Timing is what a buyer can influence: the notice “must be registered within 15 days after the creditor is informed in writing of the transfer”. The clock starts on written notice, not on closing. Ontario’s equivalent runs off the transfer itself: under PPSA subsection 48(1) the interest “becomes unperfected fifteen days after the transfer is made” absent a change statement. Same fifteen days, different trigger. And article 2701 is one line: “A movable hypothec assumed by an acquirer may be published.”
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A clean hypothec result does not mean the seller owns the equipment. Article 1745 lets a reservation of ownership over “any movable property acquired for the service or operation of an enterprise” be set up against third persons “only if it has been published” and, if published within seven days, “from the date of the sale”. Article 1852 requires publication of rights under a lease “with a term of more than one year” of “any movable property required for the service or operation of an enterprise”.
Treadstone Law on whether the PPSA applies to equipment leases gives Ontario’s functional test, which fixes no term; the Code fixes one year. Two more entries: article 1642 lets an assignment of a universality of claims be set up against third persons “by the registration of the assignment in the register”, and article 2725 says the legal hypothecs of the State, “including those for sums due under fiscal laws”, “take effect only from their registration in the appropriate register”.
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Article 2798: “A movable hypothec is extinguished not later than 10 years after the date of its registration”, renewable by notice under article 2942. Nor is a live entry proof of a live debt — article 2661 says a hypothec “is merely an accessory right, and is valid only as long as the obligation whose performance it secures subsists”.
Removing one is a registration, not a letter. Article 3059: “The registration of a right is cancelled with the consent of the holder or beneficiary of the right”. Get it registered, then re-search: article 3019 obliges the registrar to issue “a certified statement of the rights entered in that register”.
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A buyer who inherits a charge is not defenceless. Article 2757 makes a creditor intending to exercise a hypothecary right file a prior notice at the registry office with evidence of service, and under article 2758 the surrender period is “20 days after registration of the notice in the case of movable property”. Article 2761 then lets “a person against whom a hypothecary right is exercised” defeat it “by paying the creditor the amount owing to him” — out of the buyer’s pocket.
Nothing warns the buyer. Until 2002 the Code defined a sale of an enterprise as one “which has as its object the whole or a substantial part of an enterprise and which is made outside the ordinary course of business of the seller”; articles 1767 to 1778 now read “(Repealed)”, struck with effect from 13 June 2002. No creditor-notification regime replaced it. Treadstone Law’s article on searching the registry before an asset purchase is Ontario-only; its answer on an Ontario corporation operating in Québec covers registration and language duties, not the Code. See also lender security, assumed liabilities and which assets to exclude: an indemnity is a claim against a seller, a registered cancellation is the charge gone.
Because Quebec has no Personal Property Security Act. Security over movable business assets takes the form of a hypothec, published in the register of personal and movable real rights (RDPRM), not perfected under a PPSA the way it would be in a common-law province.
No. A clean hypothec search does not rule out a reservation of ownership or a lease of more than a year over the equipment — those are published in the same register but are not hypothecs, so they need to be checked for separately.
No. Article 2674 moves a universality hypothec onto replacement property only for assets alienated in the ordinary course of business — selling the whole business as a block is ceasing to trade, not trading, so that protection does not apply to the sale itself.
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