Bulk sales legislation was creditor-protection law aimed at a merchant selling off substantially all of its inventory outside the ordinary course — and in Ontario, where most of this hub’s deal flow sits, it has been repealed, which surprises buyers who still budget time and cost for compliance that no longer exists there.
On Ontario specifically, treadstonelaw’s own review is direct: “The Ontario Bulk Sales Act was repealed — but buyers and sellers of Ontario businesses still need to understand creditor protection and what replaced it,” adding the appropriate hedge that counsel should “verify the current legislative landscape,” since a statute’s status is exactly the kind of thing that gets amended. Coverage and repeal status vary by province, and nothing here should be read as a statement about any province other than Ontario — confirm locally before relying on a bulk-sales exemption anywhere else in Canada.
The confusion this term invites is with a completely different mechanism: a province’s sales-tax bulk-sale clearance certificate, which is a live requirement regardless of whether the old creditor-protection statute survives. Saskatchewan is the clean example. Its own bulletin index — not a third-party summary — lists PST-77, “Buying and Selling a Business”, as the current bulletin on point; it defines a bulk sale as the sale, barter, exchange or transfer of substantially all a business’s assets outside the ordinary course, and puts the compliance burden on the seller to apply for a clearance certificate, with the purchaser responsible for remitting any tax due within 30 days absent one. That is a PST mechanism attached to the asset transfer itself, and it has nothing to do with whether the historic Bulk Sales Act survives in that province’s general commercial law.
A fund is buying the assets of a distribution business with inventory and receivables both in Ontario and Saskatchewan. On the Ontario side, counsel confirms via treadstonelaw that there is no surviving Bulk Sales Act compliance step to build into the closing checklist. On the Saskatchewan side, the same deal still needs a PST-77 bulk-sale clearance certificate application before closing, because that obligation runs off the province’s sales-tax statute, not the old creditor-protection regime — the two provinces answer what looks like the same question completely differently, and a checklist built for one does not transfer to the other.
See also: Asset purchase agreement · Discharge of a security interest · PPSA registration search.
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