There is a step in NDIS business due diligence that gets far less attention than it deserves, and when it is skipped the consequences can be expensive.
Searching the Personal Property Securities Register, known as the PPSR, is a standard part of most Australian business acquisitions. It is not complicated, it costs little, and it can reveal whether someone other than the seller has a registered security interest over assets you are about to pay for.
In an NDIS business, where assets range from office equipment and vehicles to software and specialist equipment, a PPSR search is an important, recommended due diligence check that your lawyer should help you plan and interpret. Here is what every NDIS business buyer needs to understand before settling.
This article is general information only. It is not legal, tax, financial or credit advice. Get advice on your own circumstances before you act.
What the PPSR Actually Is
The Personal Property Securities Register is Australia's national register of security interests in personal property. It is governed by the *Personal Property Securities Act 2009* (Cth) and operated by the Australian Financial Security Authority, and anyone can search it at ppsr.gov.au.
When a lender finances equipment, a supplier sells goods on retention-of-title terms, or a business grants a financier security over its assets as part of a loan, that interest can be registered on the PPSR. Registration is a public notice that a security interest may exist. It is not an ownership register, and a clear search is not proof that every asset is debt-free. Registration also does not, by itself, establish that a security interest is valid or guarantee its priority — the legislation contains priority rules and "taking free" exceptions that depend on the circumstances.
For an NDIS business acquisition, the PPSR matters because a buyer who purchases assets subject to a registered security interest may not receive them free of that interest. Depending on the facts and the statutory rules, the secured party can keep rights over assets the buyer has just paid for. The practical lesson, echoed in the Legal Practitioners' Liability Committee's guidance on searching the PPSR, is simple: if you do not check, you may pay for assets someone else has a claim over.
What Types of Assets Are Covered
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The PPSR covers personal property — broadly, property other than land. In an NDIS business this can include motor vehicles used to transport participants or staff, computers and ICT equipment, specialist disability equipment that has been financed, office furniture and fit-out under hire purchase or lease arrangements, and general business assets covered by an "all assets" security granted to the provider's bank.
An "all assets" security — often called ALLPAAP, for all present and after-acquired property — is particularly relevant. When a bank lends to a business and takes an ALLPAAP security, it can register an interest over essentially everything the business owns and will own. A buyer who acquires the assets of an NDIS business without checking for such a registration, and without obtaining a release of the relevant assets, may take those assets subject to the bank's security — a significant and avoidable risk.
Land and buildings are dealt with through separate state and territory land title systems, not the PPSR. A PPSR search does not replace a title search. Where real property is part of the transaction, both are needed.
How to Search the PPSR
The PPSR is searchable online through ppsr.gov.au. Results are returned immediately. At the time of writing (26 September 2026), the PPSR fee schedule lists a search fee of $2 online and $7 by phone; check the schedule for current fees.
There are two main types of search relevant to an NDIS business acquisition.
Grantor search (organisation). If you are buying from a company or other organisation, you search against the grantor's identifier. The PPSR's guidance on organisation searches explains the identifier that should be used — in order, ARSN or ARFN, ACN, ARBN, ABN, then organisation name — and that a search only returns registrations made against the exact identifier searched. For a company, that is usually the ACN. For a trust, the correct identifier depends on the trust, its trustee and the capacity in which the assets are held — the trust's ABN may be relevant, and a corporate trustee's ACN is not automatically the right or only search. Your lawyer should confirm the identifiers, and several searches are sometimes needed for a complete picture.
Grantor search (individual). If the seller is an individual, such as a sole trader, a search requires an authorised purpose and the person's exact full name and date of birth, as explained in the PPSR's guidance on individual searches. An ABN alone is not enough.
Serial number search. Certain assets can be searched by serial number. For an NDIS business the most common example is a motor vehicle, searched by VIN or chassis number; other serial-numbered categories such as watercraft, aircraft and some intellectual property are only relevant if they form part of the sale. Ordinary computers and office equipment are not serial-numbered goods on the PPSR — they are "other goods" and are found through a grantor search, not by manufacturer serial number.
The Legal Practitioners' Liability Committee notes that a common mistake in transactions is failing to search the PPSR, or conducting deficient searches — for example against the wrong identifier — so that registered security interests are missed during due diligence. A search result also only covers the identifiers searched and the moment it was run, so keep the search certificate and have an updated search run close to settlement, as your lawyer advises.
What to Do When You Find a Registered Interest
Finding a PPSR registration is not automatically a deal-breaker. It is, however, something to resolve before or at settlement, not assume away.
The right response depends on the registration. For equipment finance over specific assets that will be paid out at settlement, the seller should obtain a payout figure from the financier, and your lawyer should arrange for the secured party to release its interest in those assets and to end or amend the registration as the settlement documents require. Only the secured party can end or amend its registration; the buyer cannot do this unilaterally (PPSR: end a registration). Note that removing a registration from the register and an effective release of the security over the assets are related but distinct steps — your lawyer will want evidence of both where relevant.
For an ALLPAAP registration held by the seller's bank, the approach depends on the deal structure and what the security covers. In an asset sale, the seller's bank commonly provides a release over the assets being sold — often a deed of release or partial discharge — once the relevant debt is repaid from the proceeds. The bank does not necessarily need to end its whole registration against the seller, which may continue to cover assets the seller keeps. This needs to be planned in advance, not scrambled for on the day of settlement. The PPSR's education hub on protecting your business assets explains how security interests work from the other side of the table.
A common protective approach is to make the release of any security interests over the sale assets a condition of the sale agreement, with clear payout mechanics and a requirement that releases and any required registration changes are delivered before or simultaneously with settlement. Your lawyer will draft this to suit the transaction.
Buyers should not rely on verbal assurances that a registration will be "dealt with". Get the release terms in writing through the settlement documents.
PPSR and Share Sales: A Different Risk Profile
The discussion above applies primarily to asset sales, where the buyer purchases specific assets rather than the shares of the company.
In a share sale, the buyer acquires the shares of the company and the company keeps its existing assets and obligations — including security interests registered against it. The PPSR search is still important, but the question is different: the buyer needs to understand what registered interests exist and decide whether they are acceptable (for example, finance that has been agreed will continue after completion) or need to be released, refinanced or restructured as a condition of the acquisition.
Share sale buyers should pay particular attention to ALLPAAP registrations held by the company's financiers and to any cross-guarantees or cross-collateralisation with related entities that might affect the acquired company after settlement.
Integrating PPSR Searches Into Your NDIS Due Diligence
A PPSR search is one component of complete NDIS provider due diligence. It sits alongside the compliance review, financial analysis, anonymised participant and revenue review, registration verification and employment records review covered in our buyer's due diligence checklist. The printable buyer due diligence checklist resource lets you tick it off with your advisers.
A practical workflow for buyers:
- Run PPSR searches early in the due diligence period, against the identifiers your lawyer confirms
- Review the results with your legal adviser, including which assets each registration may cover
- Identify registrations affecting the sale assets and agree how each will be released, paid out or continued
- Build releases into the sale agreement with a timeline — see our guide to contracts, due diligence and settlement
- Run an updated search near settlement and confirm the agreed releases before funds are released
If you are borrowing to buy, your own lender will also take security — see how to finance the purchase of an NDIS business. Many of the problems that cause NDIS business sales to fall through are discovered late; searching early avoids one of them.
Talk to Us
Buying an NDIS business and want to make sure your due diligence covers every angle? NDIS Business Sales works exclusively in the NDIS sector and supports buyers from initial assessment and due diligence through to settlement, working alongside your lawyer and accountant. Learn about our buyer services or contact NDIS Business Sales for a confidential conversation.
