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______________________________________________________________________________Stewart McKelveyDoing Business in Atlantic Canadasome interests in land (such as restrictive covenants) may severely restrict the use that may be made ofthe property. Use restrictions may also result from legislation, such as environmental laws and municipalzoning bylaws (for example, in New Brunswick well field protection legislation governs the amount of anypotentially hazardous substance that may be kept on certain land). With respect to the manner in whichland is acquired, if there is more than one purchaser, title can be taken as joint tenants or as tenants incommon. This choice will affect each party’s subsequent rights to deal with the land.Taxation issues are another concern when acquiring real property. Depending on the location and type ofreal property purchased, the transfer of an interest in land may be subject to provincial transfer orregistration fees, as well as to GST/HST. Provincial taxes and fees vary from province to province, andthere are varying exemptions available in each province. Dispositions of property may also result incapital gains taxes being owed by the vendor. In some circumstances, the purchaser can be held liablefor the vendor’s capital gains taxes if they are not remitted by the vendor. Accordingly, it should bedetermined if it will be necessary for the purchaser to hold back an amount sufficient to cover the vendor’scapital gains taxes on closing.Personal PropertyUnlike most real property (real estate) systems, there is no registry of title/ownership of personal propertyin the Atlantic Provinces. There is no system, therefore, which allows a prospective purchaser orfinancier of chattel property in the Atlantic Provinces to confirm the current owner of such property. Eachof the Atlantic Provinces instead maintains an electronic Personal Property Registry (a “PPR”) which canbe accessed for the purposes of registration of security interests in personal property as well asconducting searches in order to determine whether security interests against certain personal propertyhave been registered (the PPR also permits the registration of certain other interests such asappointments of receiver and orders affecting marital personal property, but this section will discussconsensual security interests only).The PPR in each of the Atlantic Provinces is maintained pursuant to the Personal Property Security Actsof each province (the “PPSAs”). The PPSAs are derived from Article 9 of the Uniform Commercial Codeand replace a number of predecessor pieces of legislation in each of the Atlantic Provinces. The array ofpredecessor legislation resulted in a number of registration systems applicable to various types ofsecurity interests in personal property and a disjointed complex of rules for registration and priorities ofsuch interests. The enactment of the PPSAs has provided a single comprehensive statutory regimeusing a comprehensive registration system. In Newfoundland and Labrador, the PPSA is supplementedby the Securities Transfer Act which was brought into force in 2007. Together, the PPSA and theSecurities Transfer Act set out the applicable rules in Newfoundland and Labrador for the creation ofsecurity interests and the transfer of securities.Other than the registration of security by Canadian chartered banks pursuant to the federal Bank Act andthe registration of security against certain “specialty property” (such as ships, patents and trade-marks),lenders wishing to perfect security interests in personal property of borrowers in the Atlantic Provinces,generally speaking, will register an electronic notice of the security interest in the relevant PPR.Searches of the PPR may also be conducted in order to determine, at least on a preliminary basis, therelative priority of such security interest.The PPRs are essentially “paperless” such that the information relating to security interests is enteredelectronically and the paper form of security agreements which are entered into between the lender andthe borrower are not registered. The PPRs produce a paper form of verification of registration as well asprinted search results when the registry is searched.Searches of the PPR can be conducted against a debtor’s name (to determine whether a particularcompany, for example, has granted security over any of its personal property); against a serial number ifapplicable (certain prescribed goods under the PPSAs must be registered with reference to their serialnumbers in order that the security interests therein shall enjoy maximum protection); or against aregistration number (to determine whether a particular registration remains effective).Page 44