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.
What Should You Check Before Signing An Unsecured Loan Agreement?
- 1) Who Is The Borrower (And Who Else Is On The Hook)?
- 2) Events Of Default (The Clause That Usually Matters Most)
- 3) Financial Covenants And Reporting Obligations
- 4) Restrictions On Your Business (Negative Pledges And “No Further Debt” Clauses)
- 5) Set-Off Rights And Payment Control
- 6) Early Repayment, Refinancing, And Exit Flexibility
- Key Takeaways
Cash flow is one of those things that can make your business feel unstoppable one month, then painfully constrained the next. Maybe you’re scaling inventory, hiring your first team members, investing in product development, or simply smoothing out the gap between invoicing and getting paid.
When you need funding, one option you’ll often hear about is an unsecured loan. But what is an unsecured loan in practice, and what should you watch out for before you sign anything?
This guide breaks it down in plain English for Australian small businesses and startups - including how unsecured loans usually work, how they compare to secured loans, and the key legal terms that can quietly shift the risk onto you (or your directors) if you’re not careful.
What Is An Unsecured Loan (And Why Do Businesses Use Them)?
In simple terms, an unsecured loan is a loan where the lender does not take a specific asset as security for repayment.
That usually means the lender isn’t registering a formal security interest over particular business assets (like equipment, stock, vehicles, or receivables) as part of the loan structure. Instead, the lender is generally relying on:
- your business’s ability to repay from cash flow,
- your creditworthiness (business and/or personal), and
- your contractual promises in the loan documents.
Unsecured loans are common in small business because they can be simpler to set up than secured lending, and they may be an option if your business:
- doesn’t have valuable assets to offer as security,
- doesn’t want to tie up key assets,
- needs funds quickly, or
- is early-stage (where security isn’t straightforward).
Does “Unsecured” Mean “No Risk”?
No - and this is where many business owners get caught out.
Even if a loan is called “unsecured”, the documents may still include other mechanisms that increase the lender’s protection, such as:
- personal guarantees from directors/founders,
- negative pledge clauses (restricting you from granting security to other lenders),
- set-off rights (allowing the lender to offset amounts you owe against amounts they owe you), and
- contractual defaults that let the lender demand immediate repayment if certain events occur.
Also, some products marketed as “unsecured” may still include security-like rights or charges in the fine print. So while a loan might be “unsecured” in the strict sense (no specific asset security), it can still create serious financial exposure if the repayment terms are tight or the guarantee terms are broad.
How Do Unsecured Business Loans Usually Work In Australia?
Most unsecured business loans follow a similar structure, even if the pricing and approval process differs.
1) Loan Amount, Term, And Repayment Structure
Unsecured loans often come with:
- a fixed loan amount (e.g. $25,000 to $500,000+ depending on your situation),
- a set term (for example 6-36 months), and
- regular repayments (weekly, fortnightly, or monthly).
From a legal perspective, what matters is not just the headline amount - it’s whether the repayment schedule matches how your business actually earns revenue. A repayment structure that looks “manageable” on paper can become a major cash flow risk if your income is seasonal or lumpy (common for agencies, construction, ecommerce, and many startups).
2) Interest, Fees, And How The “True Cost” Shows Up
Unsecured lending is typically higher risk for lenders, so pricing can be higher than secured lending. You might see:
- interest rates that are higher than secured products,
- establishment fees, ongoing fees, late fees, and sometimes early repayment fees,
- default interest rates if something goes wrong.
One practical tip: make sure you understand exactly how interest is calculated (and whether fees apply regardless of early repayment). Those details are usually buried in the loan agreement.
3) What The Lender Can Do If You Don’t Repay
If you default on an unsecured loan, the lender generally won’t have an automatic right to repossess a specific asset under a security document (because there may not be one). However, they can still enforce the contract, which may include:
- demanding immediate repayment of the full amount,
- charging default interest and fees,
- commencing legal action to recover the debt (and enforcing any court judgment), and/or
- enforcing any guarantee arrangements (if you signed them).
This is why the loan agreement terms matter so much - the lender’s strongest protections often sit in the “default” and “enforcement” clauses, not in the marketing summary.
Unsecured Loan vs Secured Loan: What’s The Practical Difference For Your Business?
If you’re deciding between funding options, it helps to understand what you’re trading off.
Secured Loans (In Simple Terms)
A secured loan is where the lender takes security over assets - often via a security interest that can be registered on the PPSR (Personal Property Securities Register). In business lending, a secured structure might involve a specific asset security (like a vehicle) or an “all assets” approach, sometimes called a GSA.
In many cases, a lender using secured lending will have documents like a General Security Agreement or similar security instrument, and may take steps to register a security interest.
Because the lender has more protection, secured loans may come with:
- lower pricing (not always, but often),
- more paperwork, and
- more restrictions over what you can do with assets (sell, refinance, dispose, etc.).
Unsecured Loans (The Usual Trade-Off)
With an unsecured loan, there is typically:
- no specific asset security (in the strict sense),
- often faster approval and fewer registration steps,
- potentially higher rates/fees to reflect risk, and
- sometimes a stronger push for personal guarantees.
“Unsecured” Doesn’t Always Mean “No PPSR”
It’s worth checking the fine print. Sometimes a product that is marketed as “unsecured” may still include terms that create a security interest (or something close to it), which could potentially be registrable on the PPSR depending on the structure.
If you’re buying a business, purchasing equipment, or taking on finance arrangements, it’s also smart to understand how PPSR registrations work generally - because they can affect who has priority over assets if things go wrong. If you’re new to this area, PPSR in Australia is a helpful concept to get your head around early.
What Should You Check Before Signing An Unsecured Loan Agreement?
Unsecured loans can be a practical funding tool - but the documents matter. Below are the issues we commonly suggest business owners pay close attention to before committing.
1) Who Is The Borrower (And Who Else Is On The Hook)?
Start by confirming:
- Is the borrower your company, a trust, or you personally as a sole trader?
- Are there co-borrowers?
- Are you being asked to sign a guarantee as a director or founder?
If you’re operating through a company, the “limited liability” protection can be weakened if you personally guarantee the debt. A guarantee can effectively mean your personal assets are on the line if the business can’t repay.
If a guarantee is proposed, it’s worth understanding what a guarantee really does and where the risk sits. This is exactly the issue covered by personal guarantees - especially for founders who are growing quickly and taking on multiple funding commitments.
2) Events Of Default (The Clause That Usually Matters Most)
When business owners get surprised by enforcement action, it’s often because of “events of default” that feel broader than expected.
Common default triggers can include:
- missed or late repayments,
- insolvency-related events,
- breaching a financial covenant (like a minimum cash balance),
- providing incorrect information during the application process,
- a “material adverse change” in your business (sometimes defined very widely), or
- default under another agreement (cross-default).
Practically, this means you can be doing “okay” operationally and still breach the agreement if you trip a technical condition.
3) Financial Covenants And Reporting Obligations
Some unsecured business loans require ongoing reporting, such as:
- providing up-to-date financial statements,
- maintaining certain ratios,
- not exceeding certain debt levels.
These can be manageable - but only if they reflect your business reality. Startups, in particular, can have unpredictable revenue, changing burn rates, and major swings between quarters.
4) Restrictions On Your Business (Negative Pledges And “No Further Debt” Clauses)
Even without taking security, lenders may restrict what you can do while the loan is outstanding. For example:
- you can’t take on further debt without consent,
- you can’t grant security to another party,
- you can’t sell major assets,
- you can’t make distributions to owners beyond set limits.
These restrictions can affect future fundraising, your ability to refinance, or even how you pay yourself as the business grows.
5) Set-Off Rights And Payment Control
Some loan documents include set-off clauses. This can allow the lender to apply money it holds (or owes you) against the loan balance in certain circumstances.
Set-off provisions can be commercially standard, but you should understand when they apply, what accounts or amounts are captured, and what notice (if any) must be given.
6) Early Repayment, Refinancing, And Exit Flexibility
As a small business owner, you want the option to refinance when you get a better deal, repay early if you have a strong quarter, or restructure if your business pivots.
Check for:
- early repayment fees,
- minimum interest periods,
- break costs, and
- any requirement to give notice before repayment.
These terms can materially change the “real cost” of the loan if your plan is to repay early after a capital raise or seasonal sales spike.
What Legal Documents Might Be Involved (And What Do They Do)?
In an unsecured business lending transaction, the documents can range from fairly simple to surprisingly comprehensive.
Depending on the lender and the size of the loan, you may see:
- Loan agreement: the main contract setting out the amount, term, repayments, interest, events of default, and enforcement rights (often supported by a tailored Loan Agreement when you’re lending or borrowing privately).
- Guarantee and indemnity: where a director, founder, or related entity promises to pay if the borrower doesn’t (this is where “unsecured” can still create personal exposure).
- Security documents (sometimes): even if the product is described as unsecured, it’s worth checking whether any security is actually being taken. If security is involved, it may look like a General Security Agreement or similar structure.
- Board or director resolutions: if a company is borrowing, you should ensure the borrowing is properly approved internally (this is part of good governance and helps reduce later disputes about authority).
If you’re on the other side of the table (for example, you’re a business owner lending money to another business), having documents that clearly set out repayment, default, and enforcement is essential. It’s very difficult to “fix later” once money has already changed hands.
What About PPSR And Unsecured Loans?
True unsecured loans generally don’t involve asset security or PPSR registration.
However, in the real world, the line can blur. Some arrangements may include security (or terms that effectively operate like security) even if the marketing summary is vague. And even without security, a lender may still be able to pursue recovery options through the courts if there’s a default.
If you’re checking whether assets are already tied up, a PPSR check can help you spot existing registrations before you commit to buying assets or taking on liabilities. (For a general overview, PPSR in Australia explains why the register matters for protecting and understanding interests in business property.)
Key Takeaways
- An unsecured loan is a loan that isn’t backed by a specific asset as security - the lender relies primarily on your promise to repay (and often your credit and cash flow).
- Unsecured loans can be faster and simpler to access, but they may come with higher pricing and stricter contractual protections for the lender.
- “Unsecured” doesn’t automatically mean “low risk” - personal guarantees, broad default clauses, and restrictive covenants can shift significant risk onto founders and directors.
- Before signing, pay close attention to events of default, early repayment fees, reporting obligations, and any restrictions on taking on future debt or granting security.
- If security is involved (even partially, or via terms that create a security interest), understanding PPSR priority and registrations can be crucial for protecting your business assets and future financing options.
- Having properly drafted loan documents (and aligned internal approvals) can prevent disputes and help you manage risk as your business grows.
If you’d like a consultation on an unsecured loan for your business or startup, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.







