Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
Access to finance can make all the difference when you’re buying equipment, hiring staff, smoothing cash flow or seizing a growth opportunity. But when you start exploring your options, one of the first choices you’ll face is whether to take out a secured loan or an unsecured loan.
Understanding the difference – and the legal implications behind each – helps you manage risk, compare offers properly and protect your business (and your personal assets). In this guide, we’ll walk through how secured and unsecured business loans work in Australia, the pros and cons of each, and the key legal documents and registrations to consider before you sign.
This guide provides general legal information for Australian businesses. It isn’t financial advice. If you need tailored advice about products or pricing, it’s best to speak with a finance professional alongside getting legal help.
What Is a Secured Loan?
A secured loan is finance that’s backed by an asset or a pool of assets (often called “security” or “collateral”). If the borrower defaults and the lender’s contractual rights are triggered, the lender may be able to enforce its security to recover amounts owing, subject to the terms of the loan and applicable law.
Common forms of security include:
- Real property (commercial or residential)
- Plant, machinery and vehicles
- Inventory and receivables
- Cash deposits, shares or other personal property
In Australia, lenders typically document security in a specific security agreement and, for most personal property (non-land) assets, register a “security interest” on the Personal Property Securities Register (PPSR). If you’re new to this area, it’s worth understanding what the PPSR is and how it works.
Because the lender has security to fall back on, secured loans often come with more favourable terms (for example, lower interest margins or longer terms), but they also put the secured asset at risk if the business can’t meet its obligations.
What Is an Unsecured Loan?
An unsecured loan doesn’t require you to grant security over specific assets. Instead, the lender assesses your credit profile, trading history and cash flow to decide whether to lend, and relies on contract rights (and, sometimes, guarantees) to recover funds if you default.
Examples of unsecured finance include some business overdrafts and lines of credit, certain working capital loans, and some credit cards. Other products – such as invoice or trade finance – may be offered on a secured or unsecured basis depending on the provider and documentation, so it’s important to check the terms rather than assume.
Even when a loan is unsecured, many lenders will ask directors or owners to provide a personal guarantee. A guarantee is a separate promise to pay if the company cannot, which can expose personal assets. If you’re asked to sign one, take the time to understand the risks of personal guarantees and negotiate where appropriate.
Secured vs Unsecured: The Practical Differences
At a high level, the distinction comes down to whether specific assets are offered as collateral. In practice, the differences flow through to pricing, flexibility and risk exposure.
Risk and Recourse
- Secured: You grant security over assets. If an event of default occurs and isn’t remedied, the lender may enforce its security (for example, appointing receivers or selling charged assets), subject to the loan terms and law.
- Unsecured: No collateral is granted. The lender’s primary recourse is contractual claims against the borrower (and any guarantors). Enforcement usually follows standard debt recovery processes unless a guarantee or other mechanism applies.
Pricing and Amounts
- Secured: Security generally reduces lender risk, which can translate to sharper interest rates, the option to borrow larger amounts, and longer tenors.
- Unsecured: Without collateral, pricing is typically higher and amounts may be smaller relative to secured facilities. That said, limits vary widely between lenders and industries.
Speed and Flexibility
- Secured: Appraisal of collateral, documentation and registrations can add steps and time. Some secured products (like equipment finance) are still relatively quick once processes are in place.
- Unsecured: Applications can be faster with streamlined underwriting, especially for smaller facilities, active trading businesses and products like overdrafts or credit cards.
Asset Impact
- Secured: Security interests may need to be registered, and the agreement can include restrictions on dealing with secured assets (for example, selling, leasing or moving them) without consent. The specifics depend on the contract.
- Unsecured: No assets are charged, so there’s no encumbrance over specific equipment or inventory. However, guarantees or covenants can still create obligations that affect how you operate.
There’s no one “right” option for every business or every purpose. The better fit depends on what you’re funding, your cash flow, your appetite for risk and whether you’re comfortable charging assets to a lender.
Legal Considerations Before You Borrow
Regardless of loan type, take the time to read the documents carefully and understand your obligations. A short review now can save a long headache later.
The Loan Agreement
The Loan Agreement is the core contract setting out the facility amount, interest, fees, repayment schedule, covenants, information undertakings, events of default and enforcement rights.
- Check pricing mechanics: interest calculation, default interest, review events.
- Understand covenants: financial ratios, reporting, restrictions on further debt or asset disposals.
- Watch for early repayment fees, break costs or “all moneys” clauses.
- Note any permissions you’ll need for acquisitions, related party dealings or dividends.
If anything is unclear or feels one-sided, it’s smart to get a quick contract review before you commit.
Security Documents and PPSR
For secured facilities, you’ll typically sign a security agreement. For corporate borrowers, this is often a General Security Agreement (sometimes referred to as an “all-assets” charge) or a specific asset charge (for example, equipment or inventory).
- General Security Agreement: A General Security Agreement grants security over some or all of the company’s present and after-acquired property and sets out enforcement rights.
- PPSR registration: Lenders usually register the security interest on the PPSR to perfect it and establish priority relative to other creditors. Understanding how PPSR priority works helps you avoid conflicts with future finance or asset sales.
- Consents and releases: If you refinance or sell a secured asset (or the business), you’ll generally need payoff letters and releases so the PPSR registrations can be discharged.
If you’re the lender in a customer finance arrangement, make sure you properly register a security interest to protect your position.
Personal Guarantees and Director Exposure
Many business loans – unsecured and secured – ask for director or owner guarantees. A guarantee can make you personally liable if the company fails to pay, and some forms include indemnities that go further than a simple guarantee.
- Scope: Understand whether the guarantee is “all moneys” (covering future facilities) or limited to a maximum amount.
- Security: Check if a separate security (for example, a mortgage) is required in addition to the guarantee.
- Release: Clarify when and how you can be released (for instance, after refinance or facility closure).
Where possible, negotiate caps, limit durations, and avoid unnecessary indemnity language. If you need a standalone document, a Deed of Guarantee and Indemnity can be tailored to your situation.
Business Structure and Liability
Your business structure affects risk exposure and how lenders assess your application. Operating through a company creates a separate legal entity, but guarantees or security can still expose directors personally. If you’re scaling or bringing on investors, consider whether a company structure is appropriate and ensure it’s set up correctly from day one via a proper company set up.
Dealing With Specific Assets
Asset-specific facilities (for example, equipment finance) often include maintenance obligations, insurance requirements and limits on disposal. If you need to sell or relocate assets, build consent processes and lead times into your operational plan so you don’t accidentally breach a covenant.
Which Loan Type Fits Your Situation?
Here are some common scenarios and how business owners often think about them. Every lender is different, and market terms change, so treat this as a starting point for conversations with your finance and legal advisers.
You Want Lower Pricing and a Longer Term
A secured facility can be a good fit if you have assets to charge and you’re comfortable with the trade-off. Charging core assets like plant or real estate can improve loan-to-value outcomes, but be aware of the impact on future borrowing and asset sales while the security is in place.
You Need Speed and Flexibility
Unsecured working capital facilities, overdrafts or corporate cards can be quicker to approve and draw. Eligibility will usually hinge on trading history, revenue consistency and credit profile. Even for “unsecured” products, check for director guarantees or negative pledges (promises not to grant security to others) that could limit flexibility.
You’re A New Business With Few Assets
Startups without significant assets may find unsecured options or smaller facilities more accessible initially. As your asset base grows, you might refinance into secured facilities for better pricing. If you’re raising capital or issuing shares, ensure you also have the right founder documents in place (for example, a Shareholders Agreement) before taking on debt so decision-making and director authority are clear.
You’re Funding a Specific Asset (Like Equipment or Vehicles)
Asset finance is often secured against the item being purchased. The documentation and PPSR registration usually focus on that asset, not all assets, which can be more palatable than an all-assets charge. Still, review restrictions on use and disposal, and how insurance proceeds are handled if there’s loss or damage.
You’re Considering Receivables or Invoice Finance
These facilities may be structured with or without security. Some lenders take a specific security interest over receivables; others take broader security. Don’t assume – check the security schedule, PPSR terms and any notices you must give to debtors.
Essential Legal Documents for Business Finance
Before you accept a facility, make sure your paperwork is clear, consistent and reflects how you actually operate. The right documents help prevent disputes and keep you compliant.
- Loan Agreement: Sets out the commercial terms, covenants, default events and enforcement rights. This sits at the heart of the relationship.
- Security Agreement: For secured loans, details the collateral, perfection method (including PPSR), representations and warranties, and enforcement steps.
- Personal Guarantee: Where required, records guarantor obligations. Seek clarity on caps, duration, release conditions and any indemnity wording.
- Board or Member Approvals: Company minutes or resolutions authorising entry into the finance documents (and, where relevant, granting security).
- Priority or Intercreditor Deeds: If you have multiple lenders or existing charges, priority arrangements can avoid costly disputes.
- Transactional Ancillaries: Certificates of insurance, assignments, control agreements over bank accounts, and evidence of authority to sign.
If the lender expects you to register a charge (for example, when you’re the supplier offering trade credit), ensure you have processes to register security interests correctly and on time. If you need a refresher on the policy settings behind it, our PPSR explainer and related guide on why the PPSR matters for business are helpful starting points.
Key Takeaways
- Secured loans use collateral to reduce lender risk and often deliver sharper pricing or longer terms; unsecured loans don’t charge specific assets but may come with higher pricing or guarantees.
- Don’t assume a product is secured or unsecured by its name – check the security schedule, guarantee requirements and PPSR registrations in the documents.
- Read your Loan Agreement carefully, including covenants, events of default, early repayment fees and enforcement rights, and get a contract review if terms are unclear.
- If you grant security, understand how PPSR perfection and priority work and plan for consents, releases and timing when refinancing or selling assets.
- Personal guarantees can expose directors’ personal assets even when the borrower is a company; negotiate scope and seek advice before signing.
- Set your business up with the right structure and authority documents so you can enter finance arrangements cleanly and support future growth.
If you’d like a consultation on secured or unsecured business loans, or want your finance documents reviewed by our team, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.








