PERSONAL PROPERTY SECURITY ACT (RSA 2000 cP-7)

RSA 2000 cP-7

Alberta — Consolidated Statutes

© Published by Alberta King’s Printer Alberta King’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 E-mail: kings-printer@gov.ab.ca Shop on-line at kings-printer.alberta.ca Province of Alberta Office Consolidation Revised Statutes of Alberta 2000

Chapter P-7 Current as of June 1, 2024 PERSONAL PROPERTY SECURITY ACT

Copyright and Permission Statement The Government of Alberta, through the Alberta King’s Printer, holds copyright for all Alberta legislation. Alberta King’s Printer permits any person to reproduce Alberta’s statutes and regulations without seeking permission and without charge, provided due diligence is exercised to ensure the accuracy of the materials produced, and copyright is acknowledged in the following format: © Alberta King’s Printer, 20__.* *The year of first publication of the legal materials is to be completed.

Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law. Regulations The following is a list of the regulations made under the Personal Property Security Act that are filed as Alberta Regulations under the Regulations Act Alta. Reg.

Amendments Personal Property Security Act Personal Property Security ............................. 95/2001 ........... 251/2001, 109/2003, 237/2004, 80/2006, 130/2007, 229/2007, 164/2010, 107/2012, 158/2015, 156/2019, 72/2023 Personal Property Security Forms .................. 50/2021 ........... 73/2023

PERSONAL PROPERTY SECURITY ACT

Chapter P-7 Table of Contents 1

Interpretation

Part 1 General 2 Crown bound 3 Application of Act 4 Non-application of Act 5 Applicable law — general rules 6 Applicable law — goods to be removed from jurisdiction 7 Applicable law — intangibles, certain mobile goods, certain minerals, etc. 7.1 Applicable law — investment property 8 Applicable law — substance and procedure 8.1 Law of jurisdiction 8.2 Relocation and change in applicable law 8.3 Allocation of payments

Part 2 Validity of Security Agreements and Rights of Parties 9 Effectiveness of security agreement 1 0 Enforceability of security interest 1 1 Delivery of copy of security agreement 1 2 Attachment of sec urity interests 12.1 Securities intermediary 1 3 After-acquired collateral 1 4 Future advances 1 5 S e l l e r’s warranties 15.1 Transfer of property in goods 1 6 Acceleration of payment or performance 1 7 Preservation of collateral

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 2 17.1 Rights of secured party — investment property as collateral 1 8 Request for statement from secured party

Part 3 Perfection and Priorities 1 9 Perfection of security interest 19.1 Perfection of security interest - securities or futures account 19.2 Perfection on attachment 2 0 Priority of unperfected and cert ain perfected security interests 20.1 Effect of re-registration after lapse and discharge 2 1 Measure of damages suffered 2 2 Priority of purchase-money security interest 2 3 Continuity of perfection 2 4 Perfection by possession 24.1 Perfection of security interest in investment property 24.2 Perfection of security interest in electronic chattel paper 2 5 Perfection by registration 2 6 Temporary perfection 2 7 Perfection where goods in possession of bailee 2 8 Perfection re proceeds 2 9 Goods returned or repossessed 3 0 Buyers, lessees and tr ansferees of collateral 3 1 Transferees and purchasers o f funds and negotiable property 31.1 Rights under Securities Transfer Act 3 2 Priority of liens 3 3 Alienation of rights of debtor 3 4 Priority of purchase-m oney security interests 3 5 Residual priority rules 35.1 Priority among conflicting security interests 3 6 Fixtures 3 7 Security interests in crops 3 8 Security interests re accessions 3 9 Security interests in pro cessed or commingled goods 4 0 Subordination of interest 4 1 Rights of assignee of intangibles and chattel paper

Part 4 Registration 4 2 Personal Property Registry 4 3 Registration of fi nancing statements 4 4 Duration of and amendments to registrations

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 3 4 5 Registration of transfe rs and subordinations 4 6 Registry records 4 7 Registration not constructive notice 4 8 Registry searches 4 9 Registration in lan d titles office 5 0 Amendment or discharge of registrations 5 1 Transfer of debtors’ inte rests in collateral or change of debtors’ names 5 2 Recovery of loss caused by error in Registry 5 3 Recovery of loss where trust deeds involved 5 4 Payment of claim for loss

Part 5 Rights and Remedies on Default 5 5 Application of

Part 5 6 Rights and remedies 5 7 Collection rights of secured party 5 8 Right of secured party to enforce, etc., on default 5 9 Seizure of mobile homes 6 0 Disposal of collate ral on default 6 1 Surplus or deficiency 6 2 Retention of collateral 6 3 Redemption of collateral 6 4 Application to Court 6 5 Receiver

Part 6 Miscellaneous 6 6 Proper exercise of right s, duties and obligations 6 7 Deemed damages 6 8 Unauthorized discharge or amendment 6 9 Order of the Court 7 0 Application to Court 7 1 Extension of time 7 2 Service of notices and demands 7 3 Regulations 73.1 Transitional regulations 7 4 Conflict with other legislation 7 5 References 7 6 Transitional application of Act 7 7 Security interest prior to commencement of Act 78 Transitional provisions

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Section 1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 4 HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Interpretation 1(1) In this Act, (a) “accessions” means goods that are installed in or affixed to other goods; (b) “account” means a monetary obligation not evidenced by chattel paper, an instrument or a security, whether or not it has been earned by performance, but does not include investment property; (c) “advance” means the payment of money, the provision of credit or the giving of value and includes any liability of the debtor to pay interest, credit or other charges or costs, in connection with an advance or the enforcement of the security interest securing an advance; (c.1) “broker” means a broker as defined in the Securities Transfer Act; (d) “building” includes a structure, erection, mine or work bu ilt, erected, constructed or opened on or in land; (e) “building materials” means m aterials that are incorporated into a building and includes goods attached to a building so that their removal (

i) would necessarily involve the dislocation or destruction of some other part of the building and cause substantial damage to the building, apart from the loss of value of the building resulting from the removal, or (ii) would result in weakening the structure of the building or exposing the building to weather damage or deterioration, but does not include heating, air conditioning or conveyancing devices or machinery installed in a building or on land for use in carrying on an activity inside the building or on the land; (e.1) “certificated security” me ans a certificated security as defined in the Securities Transfer Act; (f) “chattel paper” means one o r more records that evidence both a monetary obligation and a security interest in or lease of specific goods or specific goods and accessions, but does

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Section 1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 5 not include a security agreement providing for a security interest in specific goods and after-acquired goods other than accessions; (f.1) “clearing house” means an organization through which trades in options or standardized futures are cleared or settled; (f.2) “clearing house option” means an option, other than an option on futures, issued by a clearing house to its participants; (g) “collateral” means personal property that is subject to a security interest; (h) “commercial consignment” means a consignment under which goods are delivered for sale, lease or other disposition to a consignee who, in the ordinary course of the consignee’s business, deals in goods of that description, by a consignor who, (

i) in the ordinary course of the consignor’s business, deals in goods of that description, and (ii) reserves an interest in the goods after they have been delivered, but does not include an agreement under which goods are delivered to an auctioneer for sale or to a consignee for sale, lease or other disposition if it is generally known to the creditors of the consignee that the consignee is in the business of selling or leasing goods of others; (i) “consumer goods” means goods that are used or acquired for use primarily for personal, family or household purposes; (j) “Court” means the C ourt of King’s Bench; (k) “creditor” includes an assignee for the benefit of credito rs, an executor, an administrator or a committee of a creditor; (l) “crops” means crops, wheth er matured or otherwise, and whether naturally grown or planted, attached to land by roots or forming part of trees or plants attached to land, but includes trees only if they are (

i) nursery stock,

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 6 (ii) trees being grown for uses other than the production of lumber or wood products, or (iii) trees being grown for use i n reforestation of land other than the land on which the trees are growing; (m) “debtor” means, subject to subsection (4), a person who owes payment or other performance of the obligation secured, whether or not that person owns or has rights in the collateral, and includes any one or more of the following: (

i) a person who receives good s from another person under a commercial consignment; (ii) a lessee under a lease for a term of more than one year; (iii) a transferor of an account or chattel paper; (iv) in sections 17, 24, 26, 58, 59, 60(12), 62(7), 65(2)(b), 65(3) and 67, a transferee of or a successor to a debtor’s interest in collateral; (n) “default” means the failure to pay or otherwise perform the obligation secured when due, or the occurrence of any event or set of circumstances on which under the terms of the security agreement the security interest becomes enforceable; (n.1) “deposit account” means a chequing, savings, demand or similar account at a financial institution; (o) “document of title” means a writing issued by or addressed to a bailee (

i) that covers goods in the bailee’s possession that are identified or are fungible portions of an identified mass, and (ii) in which it is stated that t he goods identified in it will be delivered to a named person, or to the transferee of the person, to bearer or to the order of a named person; (o.01) “electronic chattel paper” means chattel paper created, recorded, transmitted or stored in digital or other intangible form by electronic, magnetic or optical means; (o.1) “entitlement holder” means an entitlement holder as defi ned in the Securities Transfer Act;

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 7 (o.2) “entitlement order” means an entitlement order as defined in the Securities Transfer Act; (p) “equipment” means goods that are held by a debtor other than as inventory or consumer goods; (p.1) “financial asset” means a financial asset as defined in the Securities Transfer Act; (q) “financial institution” means a bank, credit union, trust corporation, loan corporation, treasury branch or any other deposit-taking institution; (r) “financing change statement” means a financing change statement in the form authorized under the regulations and, where the context permits, data authorized under the regulations to be transmitted to an office of the Registry to amend a registration; (s) “financing statement” means (

i) a printed finan cing statement in the form authorized under the regulations and required or permitted to be registered under this Act, and (ii) where the context permits, (

A) data authorized unde r the regulations to be transmitted to an office of the Registry to effect a registration, (

B) a financing change statement, (

C) a security agreement registered before October 1, 1990, and (

D) a financial interest statement or amending financial interest statement under the Chattel Security Registries Act, SA 1983 cC-7.1, accompanying a security agreement registered before October 1, 1990, if there is a conflict between the financial interest statement or amending financial interest statement and the security agreement; (t) “fixture” does not include building materials; (u) “future advance” means an advance whether or not made pursuant to an obligation and includes reasonable costs incurred and expenditures made for the protection, maintenance, preservation or repair of collateral;

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 8 (u.1) “futures account” means an account maintained by a futures intermediary in which a futures contract is carried for a futures customer; (u.2) “futures contract” means a standardized future or an option on futures, other than a clearing house option, that is (

i) traded on or subject to the rules of a futures exchange recognized or otherwise regulated by the Alberta Securities Commission or by a securities regulatory authority of another province or territory of Canada, or (ii) traded on a foreign futures exchange and carried on the books of a futures intermediary for a futures customer; (u.3) “futures customer” means a person for which a futures intermediary carries a futures contract on its books; (u.4) “futures exchange” means an association or organization operated to provide the facilities necessary for the trading of standardized futures or options on futures; (u.5) “futures intermediary” means a person that (

i) is registered as a dealer permitted to trade in futures contracts, whether as principal or agent, under the securities laws or commodity futures laws of a province or territory of Canada, or (ii) is a clearing hou se recognized or otherwise regulated by the Alberta Securities Commission or by a securities regulatory authority of another province or territory of Canada; (v) “goods” means tangible personal property other than chatte l paper, a document of title, an instrument, investment property and money, and includes fixtures, growing crops and the unborn young of animals, but does not include trees that are not crops until they are severed or minerals until they are extracted; (w) “instrument” means (

i) a bill, note or cheque within the meaning of the Bills of Exchange Act (Canada), (ii) any other writing that evidences a right to the payment of money and is of a kind that in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment, or

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Section 1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 9 (iii) a letter of credit or an advice of credit if the letter or advice states that it must be surrendered on claiming payment under it, but does not include (iv) chattel paper, a document of title or investment property, or (

v) a writing that provides for or creates a mortgage or charge in respect of an interest in land that is specifically identified in the writing; (x) “intangible” means personal property other than goods, chattel paper, investment property, a document of title, an instrument and money, and includes a licence; (y) “inventory” means goods (

i) that are held by a person f or sale or lease, or that have been leased by that person, (ii) that are to be furnishe d by a person or have been furnished by that person under a contract of service, (iii) that are raw material s or work in progress, or (iv) that are materials used or consumed in a business; (y.1) “investment property” means a security, whether certific ated or uncertificated, security entitlement, securities account, futures contract or futures account; (z) “lease for a term of mo re than one year” includes (

i) a lease for an indefinite t erm even though the lease is determinable by one or both parties within one year after its execution, (ii) subject to subsection (3), a lease initially for one year or less than one year if the lessee, with the consent of the lessor, retains uninterrupted, or substantially uninterrupted, possession of the leased goods for a period in excess of one year after the date the lessee first acquired possession of the goods, and (iii) a lease for a term of one year or less that is automatically renewable or that is renewable at the option of one of the parties, or by agreement, for one or more terms, the total

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 10 of which, including the original term, may exceed one year, but does not include (iv) a lease involving a lessor who is not regularly engaged in the business of leasing goods, (

v) a lease of household furnishings or appliances as part of a lease of land where the goods are incidental to the use and enjoyment of the land, or (vi) a lease of any prescribed goods, regardless of the length of the term of the lease; (z.1) “licence” means a right, whether or not exclusive, (

i) to manufacture, produce, sell, transport, grow, harvest or otherwise deal with personal property, (ii) to provide services, or (iii) to acquire personal property that is transferrable by the licensee, with or without restriction or the consent of the licensor, or that the licensor may cancel and reissue to another party at the request of either the licensee or the secured party; (aa) “minerals” means minerals as defined in the Mines and Minerals Act; (bb) “Minister” means the Minister determined under

section 16 of the Government Organization Act as the Minister responsible for this Act; (cc) “money” means a medium of exchange authorized by the Parliament of Canada or authorized or adopted by a foreign government as part of its currency; (dd) “new value” means value ot her than an antecedent debt or antecedent liability; (ee) “obligation secured” means, when determining the amount payable under a lease that secures payment or performance of an obligation, (

i) the amount originally contracted to be paid under the lease,

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 11 (ii) any other amounts payable pursuant to the terms of the lease, and (iii) any other amount required to be paid by the lessee to obtain full ownership of the collateral, less any amount paid prior to the determination; (ee.1) “option” means an agreement that provides the holder wi th the right, but not the obligation, to do one or more of the following on terms or at a price established by or determinable by reference to the agreement at or by a time established by the agreement: (

i) receive an amount of cash de terminable by reference to a specified quantity of the underlying interest of the option; (ii) purchase a specified quan tity of the underlying interest of the option; (iii) sell a specified quantity o f the underlying interest of the option; (ee.2) “option on futures” means an option the underlying inte rest of which is a standardized future; (ff) “pawnbroker” means a person who engages in the business of granting credit to individuals for personal, family or household purposes and who takes and perfects security interests in consumer goods by taking possession of them, or who purchases consumer goods under agreements or undertakings, express or implied, that the goods may be repurchased by the sellers; (gg) “personal property” means goods, chattel paper, investmen t property, a document of title, an instrument, money or an intangible; (hh) “prescribed” means prescribed by the regulations; (ii) “prior security interest” m eans an interest created, reserved or provided for under a valid agreement or other transaction entered into before October 1, 1990, that is a security interest within the meaning of this Act and to which this Act would have applied if it had been in force at the time the agreement or other transaction was entered into; (jj) “proceeds” means identif iable or traceable personal property, including fixtures and crops,

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 12 (

i) derived directly or indir ectly from any dealing with collateral or the proceeds of the collateral, and (ii) in which the debtor acquires an interest, and includes (iii) a right to an insurance pa yment or any other payment as indemnity or compensation for loss of or damage to the collateral or proceeds of the collateral, and (iv) a payment made in total or partial discharge or redemption of an intangible, chattel paper, an instrument or investment property, and (

v) rights arising out of, or property collected on, or distributed on account of, collateral that is investment property; (kk) “purchase” includes taki ng by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue, gift or any other consensual transaction creating an interest in property; (ll) “purchase-money security interest” means, subject to subsections (7) and (9), (

i) a security interest taken or reserved in collateral, other than investment property, to secure payment of all or part of its purchase price, (ii) a security interest taken in collateral, other than investment property, by a person who gives value for the purpose of enabling the debtor to acquire rights in the collateral, to the extent that the value is applied to acquire those rights, (iii) the interest of a lessor of goods under a lease for a term of more than one year, or (iv) the interest of a person who delivers goods to another person under a commercial consignment, but does not include a transaction of sale by and lease back to the seller, and, for the purposes of this definition, “purchase price” and “value” include credit charges or interest payable in respect of the purchase or loan; (mm) “purchaser” means a pe rson who takes by purchase;

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 13 (nn) “receiver” includes a receiver-manager; (oo) “Registrar” me ans the Registrar of Personal Property designated under

section 42; (pp) “Registry” means the Personal Property Registry continued under

Part 4; (qq) “secured party” means (

i) a person who has a security interest, (ii) a person who holds a secur ity interest for the benefit of another person, and (iii) the trustee, if a secur ity agreement is embodied or evidenced by a trust indenture, and, for the purposes of sect ions 17, 36, 38, 55, 56, 57, 58(1), 60(1), (3), (12) and (14), 61, 63(1)(a), 64 and 67, includes a receiver; (qq.1) “securities account” mean s a securities account as defined in the Securities Transfer Act; (qq.2) “securities intermediary ” means a securities intermediary as defined in the Securities Transfer Act; (rr) “security” means a security as defined in the Securities Transfer Act; (ss) “security agreement” mean s an agreement that creates or provides for a security interest, and, if the context permits, includes (

i) an agreement that creates o r provides for a prior security interest, and (ii) a writing that eviden ces a security agreement; (ss.1) “security certificate” m eans a security certificate as defined in the Securities Transfer Act; (ss.2) “security entitlement” means a security entitlement as defined in the Securities Transfer Act; (tt) “security interest” means (

i) an interest in goods, chattel paper, investment property, a document of title, an instrument, money or an

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 14 intangible that secures payment or performance of an obligation, other than the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading or its equivalent to the order of the seller or to the order of the agent of the seller unless the parties have otherwise evidenced an intention to create or provide for investment property interest in the goods, and (ii) the interest of (

A) a transferee arising from the transfer of an account or a transfer of chattel paper, (

B) a person who delivers goods to another person under a commercial consignment, and (

C) a lessor under a lease for a term of more than one year, whether or not the interest secures payment or performance of the obligation; (uu) “specific goods” means goods identified and agreed on at the time a security agreement in respect of those goods is made; (uu.1) “standardized future” means an agreement traded on a futures exchange pursuant to standardized conditions contained in the bylaws, rules or regulations of the futures exchange, and cleared and settled by a clearing house, to do one or more of the following at a price established by or determinable by reference to the agreement and at or by a time established by or determinable by reference to the agreement: (

i) make or take delivery of the underlying interest of the agreement; (ii) settle the obligation in cash instead of delivery of the underlying interest; (uu.2) “tangible chattel paper” means chattel paper evidenced by a record consisting of information that is inscribed on a tangible medium; (vv) “trust indenture” means an y deed, indenture or document, however designated, including any supplement or amendment to it, by the terms of which a person issues or guarantees, or provides for the issue or guarantee of debt obligations secured by a security interest and in which a

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 15 person is appointed as trustee for the holder of the debt obligations issued, guaranteed or provided for under it; (vv.1) “uncertificated security ” means an uncertificated security as defined in the Securities Transfer Act; (ww) “value” means any consid eration sufficient to support a simple contract, and includes an antecedent debt or antecedent liability.

(1.1) For the purposes of this Act, (

a) a secured party has contro l of a certificated security if the secured party has control in the manner provided for in

section 23 of the Securities Transfer Act; (

b) a secured party has control of an uncertificated security if the secured party has control in the manner provided for in

section 24 of the Securities Transfer Act; (

c) a secured party has contro l of a security entitlement if the secured party has control in the manner provided for in

section 25 or 26 of the Securities Transfer Act; (

d) a secured party has control of a futures contract if (

i) the secured party is the fu tures intermediary with which the futures contract is carried, or (ii) the futures customer, the secured party and the futures intermediary have agreed that the futures intermediary will apply any value distributed on account of the futures contract as directed by the secured party without further consent by the futures customer; (

e) a secured party having control of all security entitlement s or futures contracts carried in a securities account or futures account has control over the securities account or futures account.

(1.2) A secured party has control of electronic chattel paper if the record comprising the chattel paper is created, stored and transferred in a manner so that (

a) a single authoritative reco rd of the electronic chattel paper exists that is unique, identifiable and, except as otherwise provided in clauses (

d) and (f), unalterable, (

b) the authoritative record identifies the secured party as t he transferee of the record,

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 16 (

c) the authoritative record is communicated to and securely maintained by the secured party or its designated custodian, (

d) copies of or amendments to the authoritative record that a dd or change an identified transferee of the authoritative record can be made only with the consent of the secured party, (

e) each copy of the authoritativ e record is readily identifiable as a copy that is not the authoritative record, and (

f) any amendment of the aut horitative record is readily identifiable as authorized or unauthorized.

(2) For the purposes of this Act, (

a) an individual knows or has knowledge when information is acquired by the individual under circumstances in which a reasonable person would take cognizance of it; (

b) a partnership knows or has knowledge when information has come to the attention of one of the general partners or a person having control or management of the partnership business under circumstances in which a reasonable person would take cognizance of it; (

c) a corporation knows or has knowledge when information has come to the attention of (

i) a managing director or officer of the corporation, or (ii) a senior employee of the c orporation with responsibility for matters to which the information relates, under circumstances in whic h a reasonable person would take cognizance of it, or when the information in writing has been delivered to the registered office of the corporation or attorney for service for the corporation; (

d) the members of an association know or have knowledge when information has come to the attention of (

i) a managing director or officer of the association, (ii) a senior employee of the association with responsibility for matters to which the information relates, or (iii) all the members under circumstances in whic h a reasonable person would take cognizance of it;

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 17 (

e) the Government knows or has knowledge when information has come to the attention of a senior employee of the Government with responsibility for matters to which the information relates under circumstances in which a reasonable person would take cognizance of it.

(3) A lease referred to in subsection (1)(z)(ii) does not become a lease for a term of more than one year until the lessee’s possession extends for more than one year.

(4) If the debtor and the owner of the collateral are not the same person, “debtor” means (

a) in a provision of this Act dealing with the collateral, an owner of, or a person with an interest in, the collateral, or (

b) in a provision of this Act dealing with the obligation, an obligor, or both where the context permits.

(5) Unless otherwise provided in this Act, goods are “consumer goods”, “inventory” or “equipment” if at the time the security interest in the goods attaches they are “consumer goods”, “inventory” or “equipment”.

(6) Proceeds are traceable whether or not there exists a fiduciary relationship between the person who has a security interest in the proceeds as provided in

section 28 and the person who has rights in or has dealt with the proceeds.

(7) A purchase-money security interest in inventory (

a) secures any obligation aris ing out of a related transaction creating an interest referred to in subsection (1)(ll)(

i) or (ii), and (

b) extends to other inventory in which the secured party hold s or held a security interest under a related transaction that secures or secured an obligation referred to in subsection (1)(ll)(

i) or (ii).

(8) For the purposes of subsection (7), a transaction is related to another transaction when the possibility of both transactions is provided for in the first transaction or an agreement between the parties entered into before the first transaction.

(9) A purchase-money security interest does not lose its status because

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 18 (

a) the purchase-money collate ral also secures an obligation that is not a purchase-money obligation, (

b) collateral that is not subj ect to a purchase-money security interest also secures the purchase-money obligation, or (

c) the purchase-money obligation has been renewed, refinanced, consolidated or restructured. RSA 2000 cP-7 s1;2006 cS-4.5 s108(2);AR 217/2022;2023 c5 s9(2)

Part 1 General The Crown is bound 2 The Crown is bound by this Act. 1988 cP-4.05 s2 Application of Act 3(1) Subject to

section 4, this Act applies to (

a) every transaction that in substance creates a security interest, without regard to its form and without regard to the person who has title to the collateral, and (

b) without limiting the genera lity of clause (a), a chattel mortgage, conditional sale, floating charge, pledge, trust indenture, trust receipt, assignment, consignment, lease, trust and transfer of chattel paper where they secure payment or performance of an obligation.

(2) Subject to sections 4 and 55, this Act applies to (

a) a transfer of an account or chattel paper, (

b) a lease of goods for a term of more than one year, and (

c) a commercial consignment, that does not secure payment or performance of an obligation. 1988 cP-4.05 s3;1991 c21 s29(3) Non-application of Act 4 Except as otherwise provided under this Act, this Act does not apply to the following: (

a) a lien, charge or other interest given by

an Act or rule o f law in force in Alberta;

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 19 (

b) a security agreement governed by

an Act of the Parliament of Canada that deals with rights of parties to the agreement or the rights of third parties affected by a security interest created by the agreement, and any agreement governed by sections 425 to 436 of the Bank Act (Canada); (

c) the creation or transfer of an interest or claim in or und er any policy of insurance, except the transfer of a right to money or other value payable under a policy of insurance as indemnity or compensation for loss of or damage to collateral; (c.1) a transfer of an interest in or claim in or under a cont ract of annuity, other than a contract of annuity held by a securities intermediary for another person in a securities account; (

d) the creation or transfer of an interest in present or futu re wages, salary, pay, commission or any other compensation for labour or personal services, other than fees for professional services; (

e) the transfer of an interest in an unearned right to paymen t under a contract to a transferee who is to perform the transferor’s obligations under the contract; (

f) the creation or transfer of a n interest in land, including a lease; (

g) the creation or transfer of an interest in a right to paym ent that arises in connection with an interest in land, including an interest in rental payments payable under a lease of land, but not including a right to payment evidenced by investment property or an instrument; (g.1) a security deposit or prepa yment of rent in connection with a lease of land; (

h) a sale of accounts or chatte l paper as part of a sale of the business out of which they arose, unless the vendor remains in apparent control of the business after the sale; (

i) a transfer of accounts made solely to facilitate the colle ction of accounts for the transferor; (

j) the creation or transfer of an interest in a right to dama ges in tort;

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 20 (

k) an assignment for the general benefit of creditors made pursuant to

an Act of the Parliament of Canada relating to insolvency. RSA 2000 cP-7 s4;2006 cS-4.5 s108(3);2023 c5 s9(3) Applicable law — general rules 5(1) Subject to this Act, the validity of the following is governed by the law of the jurisdiction where the collateral is situated when the security interest attaches: (

a) a security interest in goods; (

b) a possessory secu rity interest in an instrument, a negotiable document of title, money or tangible chattel paper.

(2) Except as provided in sections 6 and 7, while collateral is situated in a jurisdiction, the law of that jurisdiction governs the following: (

a) perfection, the effect of perfection or of non-perfection and the priority of a security interest referred to in subsection (1); (

b) the effect of perfection or of non-perfection and the prio rity of a non-possessory security interest in an instrument, a negotiable document of title, money or tangible chattel paper.

(3) If goods are relocated to the Province, a security interest in the goods perfected in accordance with the applicable law under subsection (2) continues to be perfected in the Province if it is perfected under this Act (

a) not later than 60 days after the day on which the goods ar e brought into the Province, (

b) not later than 15 days after the day on which the secured party has knowledge that the goods have been brought into the Province, or (

c) before perfection ceases unde r the previously applicable law, whichever is earliest, but the security interest is subordinate to the interest of a buyer or lessee of the goods who acquires the interest without knowledge of the security interest and before it is perfected in the Province under

section 24 or 25.

(4) A security interest that is not perfected under subsection (3) may be otherwise perfected in the Province under this Act. RSA 2000 cP-7 s5;2006 cS-4.5 s108(4);2023 c5 s9(4)

RSA 2000

Section 6

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 21 Applicable law — goods to be removed from jurisdiction 6(1) Subject to

section 7, if the parties to a security agreement that creates a security interest in goods in one jurisdiction understand at the time the security interest attaches that the goods will be kept in another jurisdiction, and the goods are removed to the other jurisdiction for purposes other than transportation through the other jurisdiction not later than 30 days after the security interest attaches, the security interest (

a) is valid if it is valid und er either the law of the jurisdiction where the goods are located when the security interest attaches or the law of the other jurisdiction, and (

b) may be perfected under the law of either jurisdiction.

(2) If a security interest referred to in subsection (1) is perfected in accordance with the law of the jurisdiction to which the goods are removed, the effect of perfection and the priority of the security interest are governed by that law (

a) before the goods are rem oved to that jurisdiction, and (

b) while the goods are lo cated in that jurisdiction. RSA 2000 cP-7 s6;2023 c5 s9(4) Applicable law — intangibles, certain mobile goods, certain minerals, etc. 7(1) The validity of the following is governed by the law of the jurisdiction where the debtor is located when the security interest attaches: (

a) a security interest in (

i) an intangible, (ii) goods that are of a type t hat are normally used in more than one jurisdiction, if the goods are equipment or inventory leased or held for lease by a debtor to others, or (iii) electronic chattel paper; (

b) a non-possessory security interest in an instrument, a negotiable document of title, money and tangible chattel paper.

(2) The law of the jurisdiction where the debtor is located governs

RSA 2000

Section 7.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 22 (

a) perfection, the effect of perfection or of non-perfection and the priority of a security interest referred to in subsection (1)(a), and (

b) perfection of a non-possessory security interest referred to in subsection (1)(b).

(3) For the purposes of this section, a debtor is located as specified in the regulations.

(4) If a debtor relocates to the Province, a security interest perfected in accordance with the applicable law as provided in subsection (2) continues perfected in the Province if it is perfected under this Act at the earliest of the following: (

a) not later than 60 days after the day on which the debtor relocates to the Province; (

b) not later than 15 days after the day on which the secured party has knowledge that the debtor has relocated to the Province; (

c) before the day that perf ection ceases under the previously applicable law.

(5) Notwithstanding subsections (1) and (2) and

section 6, the validity, the perfection and the effect of perfection or of non-perfection and the priority of a security interest in minerals or in an account resulting from the sale of the minerals at the mine-head or wellhead that (

a) is provided for in a secur ity agreement executed before the minerals are extracted, and (

b) attaches to the minerals o n extraction or attaches to an account on the sale of the minerals are governed by the law of the jurisdiction in which the mine-head or wellhead is located. RSA 2000 cP-7 s7;2006 cS-4.5 s108(5);2023 c5 s9(4) Applicable law — investment property 7.1(1) The validity of a security interest in investment property is governed by the law, at the time the security interest attaches, (

a) of the jurisdiction where th e certificate is located if the collateral is a certificated security, (

b) of the issuer’s jurisdiction if the collateral is an uncertificated security,

RSA 2000

Section 7.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 23 (

c) of the securities intermedia ry’s jurisdiction if the collateral is a security entitlement or a securities account, or (

d) of the futures intermediary’s jurisdiction if the collater al is a futures contract or a futures account.

(2) Except as otherwise provided in subsection (5), perfection, the effect of perfection or non-perfection and the priority of a security interest in investment property is governed by the law (

a) of the jurisdiction in which the certificate is located if the collateral is a certificated security, (

b) of the issuer’s jurisdiction if the collateral is an uncertificated security, (

c) of the securities intermedia ry’s jurisdiction if the collateral is a security entitlement or a securities account, or (

d) of the futures intermediary’s jurisdiction if the collater al is a futures contract or a futures account.

(3) For the purposes of this section, (

a) the location of a debtor is determined by

section 7(3); (

b) the issuer’s jurisdiction is determined by

section 44(5) o f the Securities Transfer Act; (

c) the securities intermediary’s jurisdiction is determined by

section 45(2) of the Securities Transfer Act.

(4) For the purposes of this section, the following rules determine a futures intermediary’s jurisdiction: (

a) if an agreement between th e futures intermediary and futures customer governing the futures account expressly provides that a particular jurisdiction is the futures intermediary’s jurisdiction for the purposes of the law of that jurisdiction, this Act or any provision of this Act, the jurisdiction expressly provided for is the futures intermediary’s jurisdiction; (

b) if clause (

a) does not apply and an agreement between the futures intermediary and futures customer governing the futures account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the futures intermediary’s jurisdiction;

RSA 2000

Section 7.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 24 (

c) if neither clause (

a) nor (

b) applies and an agreement between the futures intermediary and futures customer governing the futures account expressly provides that the futures account is maintained at an office in a particular jurisdiction, that jurisdiction is the futures intermediary’s jurisdiction; (

d) if none of the preceding cl auses applies, the futures intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the futures customer’s account is located; (

e) if none of the preceding cl auses applies, the futures intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the futures intermediary is located.

(5) The law of the jurisdiction in which the debtor is located governs (

a) perfection of a security int erest in investment property by registration, (

b) perfection of a security int erest in investment property granted by a broker or securities intermediary where the secured party relies on attachment of the security interest as perfection, and (

c) perfection of a security int erest in a futures contract or futures account granted by a futures intermediary where the secured party relies on attachment of the security interest as perfection.

(6) A security interest perfected pursuant to the law of the jurisdiction designated in subsection (5) remains perfected in the Province until the earliest of (a) 60 days after the day the debtor relocates to another jurisdiction, (b) 15 days after the day the secured party knows the debtor h as relocated to another jurisdiction, and (

c) the day that perfection ceases under the previously applicable law.

(7) A security interest in investment property that is perfected under the law of the issuer’s jurisdiction, the securities intermediary’s jurisdiction or the futures intermediary’s jurisdiction, as applicable, remains perfected in the Province until the earliest of

RSA 2000

Section 8

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 25 (a) 60 days after a change of the applicable jurisdiction to t he Province, (b) 15 days after the day the secured party knows of the chang e of the applicable jurisdiction to the Province, and (

c) the day that perfection ceases under the previously applicable law. 2006 cS-4.5 s108(6);2023 c5 s9(5) Applicable law — substance and procedure 8(1) Notwithstanding sections 5, 6, 7 and 7.1, (

a) procedural issues involved in the enforcement of the right s of a secured party against collateral other than an intangible are governed by the law of the jurisdiction in which the collateral is located at the time of the exercise of the rights, (

b) procedural issues involved in the enforcement of the right s of a secured party against an intangible are governed by the law of the forum, and (

c) substantive issues involved in the enforcement of the righ ts of a secured party against collateral are governed by the proper law of the contract between the secured party and the debtor.

(2) For the purposes of sections 5, 6, 7 and 7.1, a security interest is perfected under the law of a jurisdiction when the secured party has complied with the law of the jurisdiction with respect to the creation and continuance of a security interest, and the security interest has a status in relation to the interests of other secured parties, buyers, judgment creditors or a trustee in bankruptcy of the debtor, similar to that of an equivalent security interest created and perfected under this Act.

RSA 2000 cP-7 s8;2006 cS-4.5 s108(7) Law of a jurisdiction 8.1 For the purposes of sections 5 to 8, a reference to the law of a jurisdiction means the internal law of that jurisdiction excluding its conflict of law rules. 2006 cS-4.5 s108(8);2023 c5 s9(6) Relocation and change in applicable law 8.2 If (

a) the law applicable to a secu rity interest as provided by

section 5(2), 7(2) or 7.1(2) changes due to the relocation of the collateral, the debtor, the issuer, the securities intermediary or the futures intermediary, and

RSA 2000

Section 8.3

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 26 (

b) the rights of a secured party and a competing claimant aro se before the relocation, perfection, the effect of perfection or non-perfection and priority continue to be governed by the previously applicable law. 2023 c5 s9(7) Allocation of payments 8.3 Subject to

section 68 of the Consumer Protection Act, a payment made by a debtor to a secured party must be applied (

a) in accordance with any metho d of application to which the parties agree, (

b) if clause (

a) does not apply, in accordance with any intention of the debtor manifested at or before the time of the payment, or (

c) if neither clause (

a) nor (

b) applies, in the following order: (

i) to obligations that are not secured, in the order in which those obligations were incurred; (ii) to obligations that are secu red, other than those secured by purchase-money security interests, in the order in which those obligations were incurred; (iii) to obligations that are secured by purchase-money security interests, in the order in which those obligations were incurred. 2023 c5 s9(7)

Part 2 Validity of Security Agreements and Rights of Parties Effectiveness of security agreement 9 Subject to this Act or any other Act, a security agreement is effective according to its terms. 1988 cP-4.05 s9 Enforceability of security interest 10(1) Subject to subsection (2) and

section 12.1, a security interest is enforceable against a third party only where (

a) the collateral is not a c ertificated security and is in the possession of the secured party, (

b) the collateral is a certifi cated security in registered form and the security certificate has been delivered to the secured

RSA 2000

Section 10

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 27 party under

section 68 of the Securities Transfer Act pursuant to the debtor’s security agreement, (

c) the collateral is investment property and the secured part y has control under

section 1(1.1) pursuant to the debtor’s security agreement, (c.1) the collateral is electro nic chattel paper and the secured party has control under

section 1(1.2), or (

d) the debtor has signed a security agreement that contains (

i) a description of the colla teral by item or kind or as “goods”, “chattel paper”, “investment property”, “documents of title”, “instruments”, “money” or “intangibles”, (ii) a description of collatera l that is a security entitlement, securities account, or futures account if it describes the collateral by those terms or as “investment property” or if it describes the underlying financial asset or futures contract, (iii) a statement that a security interest is taken in all of the debtor’s present and after-acquired personal property, or (iv) a statement that a security interest is taken in all of the debtor’s present and after-acquired personal property except specified items or kinds of personal property or except personal property described as “goods”, “chattel paper”, “investment property”, “documents of title”, “instruments”, “money” or “intangibles”.

(2) For the purposes of subsection (1)(a), a secured party is deemed not to have taken possession of collateral that is in the apparent possession or control of the debtor or the debtor’s agent.

(3) A description is inadequate for the purposes of subsection (1)(

d) if it describes the collateral as consumer goods or equipment without further reference to the kind of collateral.

(4) A description of collateral as inventory is adequate for the purposes of subsection (1)(

d) only while it is held by the debtor as inventory.

(5) A security interest in proceeds is not unenforceable against a third party by reason only that the security agreement does not contain a description of the proceeds. RSA 2000 cP-7 s10;2006 cS-4.5 s108(9);2016 c18 s14;2023 c5 s9(8)

RSA 2000

Section 11

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 28 Delivery of copy of security agreement 11 Where a security agreement is in writing, the secured party shall deliver a copy of the security agreement to the debtor not later than 10 days after the execution of the security agreement, and if the secured party fails to do so after a request by the debtor the Court may, on application by the debtor, make an order for the delivery of a copy to the debtor. 1988 cP-4.05 s11 Attachment of security interests 12(1) A security interest, including a security interest in the nature of a floating charge, attaches when (

a) value is given, (

b) the debtor has rights in the collateral or power to transf er rights in the collateral to a secured party, and (

c) except for the purpose of enforcing rights between the parties to the security agreement, the security interest becomes enforceable within the meaning of

section 10, unless the parties specifically agree in writing to postpone the time for attachment, in which case the security interest attaches at the time specified in the agreement.

(2) For the purposes of subsection (1)(

b) and without limiting other rights that the debtor may have in the collateral, a debtor has rights in goods leased to the debtor or consigned to the debtor when the debtor obtains possession of them in accordance with the lease or consignment.

(3) For the purposes of subsection (1), a debtor has no rights in (

a) crops until they become growing crops, (

b) the young of animals until they are conceived, (

c) minerals until th ey are extracted, and (

d) trees other than crop s until they are severed.

(4) The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account.

(5) The attachment of a security interest in a futures account is also attachment of a security interest in the futures contracts carried in the futures account. RSA 2000 cP-7 s12;2006 cS-4.5 s108(10)

RSA 2000

Section 12.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 29 Securities intermediary 12.1(1) A security interest in favour of a securities intermediary attaches to a person’s security entitlement if (

a) the person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase, and (

b) the securities intermediary credits the financial asset to the buyer’s securities account before the buyer pays the securities intermediary.

(2) The security interest described in subsection (1) secures the person’s obligation to pay for the financial asset.

(3) A security interest in favour of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if (

a) the security or other financial asset is (

i) in the ordinary course of business transferred by delivery with any necessary endorsement or assignment, and (ii) delivered under an agreement between persons in the business of dealing with such securities or financial assets, a n d (

b) the agreement calls for d elivery against payment.

(4) The security interest described in subsection (3) secures the obligation to make payment for the delivery. 2006 cS-4.5 s108(11) After-acquired collateral 13(1) Except as provided in subsection (2), where a security agreement provides for a security interest in after-acquired property, the security interest attaches in accordance with

section 12, without the need for specific appropriation.

(2) A security interest does not attach to after-acquired property that is consumer goods, other than an accession, unless the security interest is a purchase-money security interest or a security interest in collateral obtained by the debtor as replacement for collateral described in the security agreement. RSA 2000 cP-7 s13;2023 c5 s9(9)

RSA 2000

Section 14

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 30 Future advances 14(1) A security agreement may provide for future advances.

(2) Unless the parties otherwise agree, an obligation owing to a debtor to make future advances is not binding on a secured party if, pursuant to

section 35(6), the security interest does not have priority over a writ of enforcement with respect to those future advances. 1988 cP-4.05 s14;1996 c28 s33 Seller’s warranties 15 Where a seller has a purchase-money security interest in goods, the law relating to contracts of sale, including a disclaimer, limitation or modification of the seller’s performance obligations with respect to the goods, governs the sale. 1988 cP-4.05 s15 Transfer of property in goods 15.1 Notwithstanding

section 15, if a seller reserves property in goods and the reservation in substance creates a security interest, the reservation (

a) shall not be construed as delaying transfer of the propert y in goods to the buyer under the contract, and (

b) is limited in effect to the granting of a security interest to the seller. 2023 c5 s9(10) Acceleration of payment or performance 16 Where a security agreement provides that the secured party may accelerate payment or performance if the secured party considers that the secured party is insecure or that the collateral is in jeopardy, the security agreement shall be construed to mean that the secured party has the right to do so only if the secured party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment or performance is or is about to be impaired or that the collateral is or is about to be placed in jeopardy. 1988 cP-4.05 s16 Preservation of collateral 17(1) A secured party or civil enforcement agency shall use reasonable care in the custody and preservation of the collateral in the secured party’s or civil enforcement agency’s possession and, unless the parties to the security agreement otherwise agree, in the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against other persons.

RSA 2000

Section 17.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 31

(2) Unless the parties to the security agreement otherwise agree, if collateral is in the possession of a secured party or a civil enforcement agency, (

a) reasonable expenses, includ ing the cost of insurance and payment of taxes or other charges incurred in the obtaining, maintaining possession of and preserving the collateral, are chargeable to the debtor and are secured by the collateral, (

b) the risk of loss or damage, except if caused by the negligence of the secured party or civil enforcement agency, is on the debtor to the extent of any deficiency in any insurance coverage, (

c) the secured party may hold as additional security any increase or profits, except money, resulting from the collateral, and money so received, unless remitted to the debtor, shall be applied forthwith on its receipt in reduction of the obligation secured, and (

d) the secured party or civil enforcement agency shall keep the collateral identifiable, but fungible collateral may be commingled.

(3) Subject to subsection (1), a secured party may use the collateral (

a) in the manner and to the extent provided in the security agreement, (

b) for the purpose of preserving the collateral or its value, or (

c) pursuant to an order of the Court. RSA 2000 cP-7 s17;2006 cS-4.5 s108(12) Rights of secured party — investment property as collateral 17.1(1) Unless otherwise agreed by the parties and notwithstanding

section 17, a secured party having control under

section 1(1.1) of investment property as collateral (

a) may hold as additional secu rity any proceeds received from the collateral, (

b) shall either apply mone y or funds received from the collateral to reduce the secured obligation or remit the money or funds to the debtor, and (

c) may create a security i nterest in the collateral.

(2) Notwithstanding subsection (1) and

section 17, a secured party having control under

section 1(1.1) of investment property as

RSA 2000

Section 18

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 32 collateral may sell, transfer, use or otherwise deal with the collateral in the manner and to the extent provided in the security agreement. 2006 cS-4.5 s108(13) Request for statement from secured party 18(1) The debtor, a creditor, a civil enforcement agency, or a person with an interest in personal property of the debtor, or an authorized representative of any of them, may, by a demand in writing containing an address for reply and delivered to the secured party at the secured party’s most recent address in a registered financing statement relating to the property, or a more recent address if known by the person making the demand, require the secured party to send or make available to the person making the demand or, if the demand is made by the debtor, to any person at an address specified by the debtor, one or more of the following: (

a) a copy of any security agr eement providing for a security interest held by the secured party in the personal property of the debtor; (

b) a statement in writing of t he amount of the indebtedness and of the terms of payment of the indebtedness as of the date specified in the demand; (

c) a written approval or corr ection of an itemized list of personal property attached to the demand indicating which items are collateral as of the date specified in the demand; (

d) a written approval or correction of the amount of the indebtedness and of the terms of payment of the indebtedness as of the date specified in the demand; (

e) sufficient information as to the location of the security agreement or a copy of it to enable a person entitled to receive a copy of the security agreement to inspect it.

(2) A person with an interest in personal property of the debtor is entitled to make a demand under subsection (1) only with respect to a security agreement providing for a security interest in the property in which that person has an interest.

(3) The secured party, on the demand of the person entitled to receive a copy of the security agreement under subsection (1), shall permit that person to inspect the security agreement or a copy of it during normal business hours at the location referred to in subsection (1)(e).

RSA 2000

Section 18

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 33

(4) Where a demand is made in accordance with subsection (1)(

c) and the secured party claims a security interest in all of the personal property of the debtor, in all of the property of the debtor other than a specified kind or item of property or in all of a specified kind of property of the debtor, the secured party may indicate this instead of approving or correcting the itemized list of the property.

(5) The secured party shall comply with a demand under subsection (1) or (3) not later than (a) 25 days after the secured party receives it, where the secured party is a trustee under a trust indenture, or (b) 10 days after the secured party receives it, in the case of any other secured party.

(6) If, without reasonable excuse, the secured party fails to comply with a demand under subsection (5) or, in the case of a demand under subsection (1), if the secured party’s reply is incomplete or incorrect, the person making the demand, in addition to any other remedy provided by this Act, may apply to the Court for an order requiring the secured party to comply with the demand.

(7) If the secured party who received a demand under subsection (1) or (3) no longer has an interest in the obligation or property of the debtor that is the subject of the demand, the secured party shall, not later than 10 days after receiving the demand, disclose the name and address of the secured party’s successor in interest and the latest successor in interest, if known to the secured party, and if, without reasonable excuse, this is not done, the person making the demand, in addition to any other remedy provided by this Act, may apply to the Court for an order requiring the person to whom the demand was made to comply with this section.

(8) On an application under subsection (6) or (7), the Court may make an order requiring (

a) the secured party referred to in subsection (5) to comply with the demand referred to in that subsection, or (

b) the person receiving the demand referred to in subsection (7) to disclose the information referred to in that subsection, and if the order is not complied with, may order that the security interest of the secured party with respect to which the demand was made is unperfected or extinguished and that any related registration be discharged, and may make any other order it considers necessary to ensure compliance with the demand.

RSA 2000

Section 18

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 34

(9) On an application of the secured party referred to in subsection (6) or the person receiving the demand referred to in subsection (7), the Court, subject to

section 67(1), may exempt the secured party or person receiving the demand in whole or in part from complying with subsection (5) or (7), other than a demand made by the debtor, or may extend the time for compliance.

(10) A secured party who has replied to a demand referred to in subsection (1) is estopped for the purposes of this Act, as against the person making the demand and any other person who can reasonably be expected to rely on the reply, to the extent that the person making the demand or the other person, as the case may be, has relied on the reply, from denying (

a) the accuracy of the informat ion contained in the reply to the demand under subsection (1)(b), (

c) or (d), and (

b) that the copy of the secur ity agreement that the secured party provided in response to a demand under subsection (1)(

a) is a true copy of the security agreement required to be provided under subsection (1)(a).

(11) Subject to subsection (12), a successor in interest referred to in subsection (7) is estopped for the purposes of this Act, as against the person making the demand referred to in subsection (1) and any other person who can reasonably be expected to rely on the reply to the demand, to the extent that the person making the demand or the other person, as the case may be, has relied on the reply, from denying (

a) the accuracy of the informat ion contained in the reply to the demand under subsection (1)(b), (

c) or (d), and (

b) that the copy of the secur ity agreement that was provided in response to a demand under subsection (1)(

a) is a true copy of the security agreement required to be provided under subsection (1)(a).

(12) A successor in interest referred to in subsection (7) is not estopped under subsection (11) if (

a) the person who relied on the reply knew that the interest had been transferred and knew the identity and address of the successor in interest, or (

b) prior to the demand, a financing change statement was registered as provided in

section 45 disclosing the successor in interest as the secured party.

RSA 2000

Section 19

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 35

(13) The person to whom a demand is made under this

section may require payment in advance of a fee in a prescribed amount for each demand, but the debtor is entitled to a reply without charge once every 6 months.

(14) A secured party who receives a demand that purports to be made by a person entitled to make the demand under subsection (1) may act as if the person is entitled to make the demand unless the secured party knows that the person is not entitled to make it. 1988 cP-4.05 s18;1990 c31 s11;1994 cC-10.5 s148

Part 3 Perfection and Priorities Perfection of security interest 19 A security interest is perfected when (

a) it has attached, and (

b) all steps required for perf ection under this Act have been completed, regardless of the order of occurrence. 1988 cP-4.05 s19 Perfection of security interest - securities or futures account 19.1(1) Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

(2) Perfection of a security interest in a futures account also perfects a security interest in the futures contracts carried in the futures account. 2006 cS-4.5 s108(14) Perfection on attachment 19.2(1) A security interest arising in the delivery of a financial asset under

section 12.1(3) is perfected when it attaches.

(2) A security interest in investment property created by a broker or securities intermediary is perfected when it attaches.

(3) A security interest in a futures contract or a futures account created by a futures intermediary is perfected when it attaches. 2006 cS-4.5 s108(14) Priority of unperfected and certain perfected security interests 20 A security interest (

a) in collateral is not effective against

RSA 2000

Section 20.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 36 (

i) a trustee in bankruptcy if the security interest is unperfected at the time of bankruptcy, or (ii) a liquidator appointed under the Winding-up and Restructuring Act (Canada) if the security interest is unperfected at the time the winding-up order is made; (

b) in goods or an intangible is subordinate to the interest o f a transferee who acquires an interest for value under a transaction that is not a security agreement before the security interest is perfected. RSA 2000 cP-7 s20;2006 cS-4.5 s108(15);2023 c5 s9(11) Effect of re-registration after lapse and discharge 20.1 If

section 35(7) applies and the secured party re-registers the security interest within 30 days after the lapse or discharge of its registration, the lapse or discharge does not affect the priority status of the security interest that existed before the lapse or discharge in relation to a trustee in bankruptcy if the bankruptcy of the debtor occurred after the lapse or discharge and before the re-registration. 2023 c5 s9(12) Measure of damages suffered 21 Where the interest of a lessor under a lease for a term of more than one year or of a consignor under a commercial consignment is not effective against a trustee or liquidator under

section 20(a), the lessor or consignor is deemed, as against the lessee or consignee, as the case may be, to have suffered, immediately before the date of the bankruptcy or winding-up order, damages in an amount equal to (

a) the value of the leased or consigned goods at the date of the seizure, bankruptcy or winding-up order, and (

b) the amount of the loss, other than that referred to in cla use (a), resulting from the termination of the lease or consignment. 1988 cP-4.05 s21;1990 c31 s13;1994 cC-10.5 s148;1996 c28 s33 Priority of purchase-money security interest 22(1) A purchase-money security interest in (

a) collateral, other than an intangible, that is perfected no t later than 15 days after the day that (

i) the debtor obtains possession of the collateral, or (ii) a third party, at the request of the debtor, obtains possession of the collateral,

RSA 2000

Section 23

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 37 whichever is the earlier, or (

b) an intangible that is perfected not later than 15 days aft er the day the security interest attaches has priority over the interests of persons referred to in

section 20(a).

(2) For the purposes of this section, where goods are shipped by common carrier to a debtor or to a person designated by the debtor, the debtor does not have possession of the goods until the debtor or the third person, at the request of the debtor, has obtained actual possession of the goods or a document of title to the goods, whichever is earlier. 1988 cP-4.05 s22;1996 c28 s33 Continuity of perfection 23(1) If a security interest is perfected under this Act and is again perfected in some other way without an intermediate period during which it is unperfected, the security interest is continuously perfected for the purposes of this Act.

(2) A transferee of a security interest has the same priority with respect to perfection of the security interest as the transferor had at the time of the transfer. 1988 cP-4.05 s23;1990 c31 s14 Perfection by possession 24(1) Subject to

section 19, possession of the collateral by the secured party, or on the secured party’s behalf by another person, perfects a security interest in (

a) goods, (

b) tangible chattel paper, (

c) repealed 2006 cS-4.5 s108(16), (

d) a negotiable document of title, (

e) an instrument, and (

f) money, but only while it is actually held as collateral and not while it is held as a result of a seizure or repossession.

(2) For the purposes of subsection (1), a secured party does not have possession of collateral that is in the actual or apparent possession or control of the debtor or the debtor’s agent.

RSA 2000

Section 24.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 38

(3) Subject to

section 19, a secured party may perfect a security interest in a certificated security by taking delivery of the certificated security under

section 68 of the Securities Transfer Act.

(4) Subject to

section 19, a security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under

section 68 of the Securities Transfer Act and remains perfected by delivery until the debtor obtains possession of the security certificate. RSA 2000 cP-7 s24;2006 cS-4.5 s108(16);2023 c5 s9(13) Perfection of security interest in investment property 24.1(1) Subject to

section 19, a security interest in investment property may be perfected by control of the collateral under

section 1(1.1).

(2) Subject to

section 19, a security interest in investment property is perfected by control under

section 1(1.1) from the time the secured party obtains control and remains perfected by control until (

a) the secured party does not have control, and (

b) one of the following occurs: (

i) if the collateral is a cer tificated security, the debtor has or acquires possession of the security certificate, (ii) if the collateral is an un certificated security, the issuer has registered or registers the debtor as the registered owner, or (iii) if the collateral is a s ecurity entitlement, the debtor is or becomes the entitlement holder. 2006 cS-4.5 s108(17) Perfection of security interest in electronic chattel paper 24.2(1) Subject to

section 19, a security interest in electronic chattel paper may be perfected by control of the collateral under

section 1(1.2).

(2) Subject to

section 19, a security interest in electronic chattel paper is perfected by control under

section 1(1.2) from the time the secured party obtains control and remains perfected until the secured party does not have control. 2023 c5 s9(14) Perfection by registration 25 Subject to

section 19, registration of a financing statement perfects a security interest in collateral. 1988 cP-4.05 s25

RSA 2000

Section 26

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 39 Temporary perfection 26(1) A security interest perfected under

section 24 in (

a) an instrument or a certifi cated security that a secured party delivers to the debtor for the purpose of (

i) ultimate sale or exchange, (ii) presentation, collection or renewal, or (iii) registering a transfer, o r (

b) a negotiable document of title or goods held by a bailee that are not covered by a negotiable document of title, which document of title or goods the secured party makes available to the debtor for the purpose of (

i) ultimate sale or exchange, (ii) loading, unloading, storing, shipping or trans-shipping, or (iii) manufacturing, processing, packaging or otherwise dealing with goods in a manner preliminary to their sale or exchange, remains perfected, notwithstanding

section 10, for the first 15 days after the collateral comes under the control of the debtor.

(2) After the expiration of the period of time referred to in subsection (1), a security interest under this

section is subject to the provisions of this Act for perfecting a security interest. RSA 2000 cP-7 s26;2006 cS-4.5 s108(18) Perfection where goods in possession of bailee 27(1) Subject to

section 19, a security interest in goods in the possession of a bailee is perfected by (

a) the issuance of a document of title by the bailee in the n ame of the secured party, (

b) the perfection of a security interest in a negotiable document of title where the bailee has issued one, (

c) a holding by the bailee on behalf of the secured party pursuant to

section 24, or (

d) the registration of a financing statement.

RSA 2000

Section 28

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 40

(2) The issuance of a negotiable document of title covering goods does not preclude any other security interest in the goods from arising during the period that the negotiable document of title is outstanding.

(3) A perfected security interest in a negotiable document of title covering goods takes priority over a security interest in the goods otherwise perfected after the goods become covered by the negotiable document of title. 1988 cP-4.05 s27;1990 c31 s16 Perfection re proceeds 28(1) Subject to this Act, where collateral is dealt with or otherwise gives rise to proceeds, the security interest (

a) continues in the collateral, unless the secured party expressly or impliedly authorized the dealing, and (

b) extends to the proceeds, but where the secured party enforces a security interest against both the collateral and the proceeds, the amount secured by the security interest in the collateral and the proceeds is limited to the market value of the collateral at the date of the dealing.

(1.1) The limitation of the amount secured by a security interest as provided in subsection (1) does not apply where the collateral is investment property.

(2) A security interest in proceeds is a continuously perfected security interest if the interest in the original collateral is perfected (

a) by the registration of a financing statement that contains a description of the proceeds that would be sufficient to perfect a security interest in original collateral of the same kind, (

b) by the registration of a financing statement that covers t he original collateral, if the proceeds are of a kind that are within the description of the original collateral, or (

c) by the registration of a financing statement that covers t he original collateral, if the proceeds consist of money, cheques or deposit accounts in a financial institution.

(3) Where the security interest in the original collateral was perfected other than in a manner referred to in subsection (2), the security interest in the proceeds is a continuously perfected security interest but becomes unperfected on the expiration of 15 days after the security interest in the original collateral attaches to the

RSA 2000

Section 29

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 41 proceeds, unless the security interest in the proceeds is otherwise perfected by any of the methods and under the circumstances prescribed in this Act for original collateral of the same kind. RSA 2000 cP-7 s28;2006 cS-4.5 s108(19) Goods returned or repossessed 29(1) Where a debtor sells or leases goods that are subject to a security interest under circumstances in which the buyer or lessee takes free of the security interest under

section 28(1)(

a) or 30, the security interest in the goods reattaches to the goods if (

a) the goods are returned to , seized or repossessed by the debtor or a transferee of chattel paper created by the sale or lease, and (

b) the obligation secured remains unpaid or unperformed.

(2) Where a security interest reattaches under subsection (1), the perfection of the security interest and the time of registration or perfection is determined as if the goods had not been sold or leased if the security interest was perfected by registration at the time of the sale or lease, and the registration is effective at the time of the return, seizure or repossession.

(3) Where a sale or lease of goods creates an account or chattel paper, and (

a) the account or chattel paper is transferred to a secured p arty, and (

b) the goods are returned to , seized or repossessed by the debtor or the transferee of the chattel paper, the transferee of the account or chattel paper has a security interest in the goods that attaches when the goods are returned, seized or repossessed.

(4) A security interest arising under subsection (3) is perfected if the security interest in the account or chattel paper was perfected at the time of the return, seizure or repossession, but becomes unperfected on the expiry of 15 days after the return, seizure or repossession of the goods, unless the transferee registers a financing statement relating to the security interest or takes possession of the goods, whether by seizure or repossession of the goods or otherwise, before the expiry of that period.

(5) A security interest in goods that a transferee of an account has under subsection (3) is subordinate to a perfected security interest

RSA 2000

Section 30

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 42 arising under subsection (1) and to a security interest of a transferee of chattel paper arising under subsection (3).

(6) A security interest in goods that a transferee of chattel paper has under subsection (3) has priority over (

a) a security interest in the goods arising under subsection (1), and (

b) a security interest in the goods as after-acquired property that attaches on the return, seizure or repossession of the goods if the transferee of the chattel paper would have priority under

section 31(9) as to the chattel paper over an interest in the chattel paper claimed by the holder of the security interest in the goods.

(7) A security interest in goods given by a buyer or lessee of the goods referred to in subsection (1) that attaches while the goods are in the possession of the buyer, the lessee or the debtor and that is perfected when the goods are returned, seized or repossessed has priority over a security interest in the goods arising under this section.

RSA 2000 cP-7 s29;2023 c5 s9(15) Buyer or lessee takes free of security interest 30(1) For the purposes of this section, (a) “buyer of goods” means a person who has obtained a transfer of property in goods under a contract of sale and includes a person who, under a contract to which the person is a party, obtains vested rights in goods as a consequence of the goods becoming a fixture or accession to property in which the person has an interest; (b) “ordinary course of business of the seller” includes the supply of goods in the ordinary course of business as part of a contract for services and materials; (c) “seller” includes a person who supplies goods that become a fixture or accession (

i) under a contract w ith a buyer of goods, or (ii) under a contract with a person who is a party to a contract with a buyer of goods.

(2) The priority that a security interest has under any provision of this Act applies to advances, including future advances, made after the interest of a buyer or lessee of goods arises.

RSA 2000

Section 30

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 43

(3) A sale or lease under subsections (4), (5), (6) and (7) may be (

a) for cash, (

b) by exchange for other property, or (

c) on credit, and includes delivering goods or a document of title to goods under a pre-existing contract for sale but does not include a transfer as security for, or in total or partial satisfaction of, a money debt or past liability.

(4) A buyer or lessee of goods sold or leased in the ordinary course of business of the seller or lessor takes free from a perfected or unperfected security interest in the goods given by the seller or lessor or arising under

section 28 or 29, whether or not the buyer or lessee has knowledge of it, unless the buyer or lessee also has knowledge that the sale or lease constitutes a breach of the security agreement under which the security interest was created.

(5) A buyer or lessee of goods, other than fixtures, that are acquired as consumer goods takes free from a perfected or unperfected security interest in the goods if (

a) the buyer or lessee gave value for the interest acquired, and (

b) the purchase price of the goods does not exceed the prescribed amount or, in the case of a lease, the market value does not exceed the prescribed amount.

(6) A buyer or lessee of goods takes free from a security interest that is temporarily perfected under

section 26, 28(3) or 29(4) or a security interest the perfection of which is continued under

section 51 during any of the 15-day periods referred to in those sections, if the buyer or lessee (

a) gave value for the interest acquired, and (

b) bought or leased the goods without knowledge of the security interest.

(7) A buyer or lessee of goods that are (

a) consumer goods or equipment, and (

b) prescribed as serial number goods takes free from a security interest in the goods that is perfected under

section 25 if the goods are not described in the registration

RSA 2000

Section 31

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 44 by serial number entered into the field labelled for the receipt of serial numbers.

(8) Repealed 2023 c5 s9(16).

(9) A purchaser of a security, other than a secured party, who (

a) gives value, (

b) does not know that the tra nsaction constitutes a breach of a security agreement granting a security interest in the security to a secured party that does not have control of the security, and (

c) obtains control of the security, acquires the security free from the security interest.

(10) A purchaser referred to in subsection (9) is not required to determine whether a security interest has been granted in the security or whether the transaction constitutes a breach of a security agreement.

(11) An action based on a security agreement creating a security interest in a financial asset, however framed, may not be brought against a person who acquires a security entitlement under

section 95 of the Securities Transfer Act for value and did not know that there has been a breach of the security agreement.

(12) A person who acquires a security entitlement under

section 95 of the Securities Transfer Act is not required to determine whether a security interest has been granted in a financial asset or whether there has been a breach of the security agreement.

(13) If an action based on a security agreement creating a security interest in a financial asset could not be brought against an entitlement holder under subsection (11), it may not be asserted against a person who purchases a security entitlement, or an interest in it, from the entitlement holder. RSA 2000 cP-7 s30;2006 cS-4.5 s108(20);2023 c5 s9(16) Transferees and purchasers of funds and negotiable property 31(1) In subsections (2), (3) and (4), “transferee” does not include a person who acquires a security interest in the money, the account or the instrument.

(2) A transferee of money takes free from a perfected or unperfected security interest in the money if the transferee

RSA 2000

Section 31

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 45 (

a) acquired the money (

i) without knowledge that it was subject to the security interest, or (ii) for value, whether or not the transferee had knowledge that it was subject to the security interest, a n d (

b) took possession of the money.

(3) Subject to subsection (5), a transferee of funds received by transfer from a deposit account takes free from a perfected or unperfected security interest in the account if the transferee acquired the funds (

a) without knowledge that the account was subject to the security interest, or (

b) for value, whether or not the transferee had knowledge tha t the account was subject to the security interest.

(4) A transferee of an instrument drawn by a debtor and payable to the transferee takes free from a perfected or unperfected security interest in the instrument and the account on which the instrument is drawn if the transferee (

a) acquired the instrument (

i) without knowledge of the security interest in the instrument or the account, or (ii) for value, whether or not the transferee had knowledge of the security interest in the instrument or the account, a n d (

b) took possession of the instrument.

(5) A financial institution that receives payment of a debt by a transfer from or debit to a deposit account of a debtor held by the financial institution takes free from a perfected or unperfected security interest in the account only if the payment (

a) is authorized by the debtor at or after the time the debt is payable by the debtor to the financial institution and the authorization of payment is not made by the financial institution as agent of the debtor,

RSA 2000

Section 31

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 46 (

b) is made by a post-dated cheque drawn by the debtor, or (

c) is made under a written authorization that is signed by th e debtor as part of a loan under which the debtor became indebted to the financial institution and the written authorization (

i) sets out specified amounts to be debited to or transferred from the deposit account at specified times or intervals, or (ii) authorizes debits to or tr ansfers from the deposit account when the credit in the deposit account exceeds a specified amount, and the payment is not made by the financial institution as agent of the debtor.

(6) Nothing in subsection (5) limits the rights of an account debtor provided in

section 41.

(7) A purchaser of an instrument or a negotiable document of title has priority over a perfected or unperfected security interest in the instrument or negotiable document of title if the purchaser (

a) acquired the instrument o r negotiable document of title for value without knowledge that it is subject to a security interest, and (

b) took possession of the instrument or negotiable document o f title.

(8) For the purposes of subsection (7), a purchaser of an instrument or a negotiable document of title who acquired it under a transaction entered into in the ordinary course of the transferor’s business has knowledge only if the purchaser acquired the interest with the knowledge that the transaction violates the terms of the security agreement that creates or provides for the security interest.

(9) Subject to subsection (10), a purchaser of chattel paper has priority over a perfected or unperfected security interest in the chattel paper if (

a) the purchaser acquired the chattel paper for new value in the ordinary course of the purchaser’s business, (

b) the purchaser took possession of tangible chattel paper or obtained control of electronic chattel paper, and

RSA 2000

Section 31.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 47 (

c) the chattel paper does not indicate that it has been assigned to an identified assignee other than the purchaser.

(10) When (

a) the rights arising under tan gible chattel paper are transferred to a purchaser as electronic chattel paper, and (

b) the tangible chattel paper is transferred to another purch aser who takes possession of it for new value and in the ordinary course of that purchaser’s business, the interest of the purchaser of the tangible chattel paper has priority over the interest of the purchaser of the electronic chattel paper if the tangible chattel paper does not indicate that it has been assigned to an identified assignee other than the purchaser of the tangible chattel paper. RSA 2000 cP-7 s31;2006 cS-4.5 s108(21);2023 c5 s9(17) Rights under Securities Transfer Act 31.1(1) This Act does not limit the rights of a protected purchaser of a security under the Securities Transfer Act.

(2) The interest of a protected purchaser of a security under the Securities Transfer Act takes priority over an earlier security interest, even if perfected, to the extent provided in that Act.

(3) This Act does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under the Securities Transfer Act. 2006 cS-4.5 s108(22) Priority of liens 32 Where a person in the ordinary course of business furnishes materials or services with respect to goods that are subject to a security interest, any lien that the person has with respect to the materials or services has priority over a perfected or unperfected security interest in the goods unless the lien is given by

an Act that provides that the lien does not have the priority. 1988 cP-4.05 s32;1990 c31 s21 Alienation of rights of debtor 33(1) For the purposes of this section, “transfer” includes a sale, the creation of a security interest or a transfer under proceedings to enforce a judgment.

(2) The rights of a debtor in collateral may be transferred consensually or by operation of law notwithstanding a provision in the security agreement prohibiting transfer or declaring a transfer to be a default, but a transfer does not prejudice the rights of the

RSA 2000

Section 34

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 48 secured party under the security agreement or otherwise, including the right to treat a prohibited transfer as

an act of default. 1988 cP-4.05 s33;1990 c31 s22 Priority of purchase-money security interests 34(1) In this section, (a) “crops” for the purposes of subsection (9) include (

i) growing crops that are attached to land, (ii) plants or trees grown hydroponically or otherwise not attached to land, and (iii) grains, fruits, vegetables or other products resulting from harvesting the crops, plants and trees in clauses (

i) and (ii); (b) “non‑proceeds security i nterest” or “non‑proceeds purchase‑money security interest” means a security interest or purchase‑money security interest, as the case may be, in original collateral.

(2) Subject to

section 35(4), a purchase-money security interest in (

a) collateral or, subject to

section 28, its proceeds, other than intangibles or inventory, that is perfected not later than 15 days after the day the debtor, or another person at the request of the debtor, obtains possession of the collateral, whichever is earlier, or (

b) an intangible or, subject t o

section 28, its proceeds, that is perfected not later than 15 days after the day the security interest in the intangible attaches has priority over any other security interest in the same collateral given by the same debtor.

(3) Subject to subsection (6), a purchase-money security interest in inventory or, subject to

section 28, its proceeds, has priority over any other security interest in the same collateral given by the same debtor if (

a) the purchase-money security interest in the inventory is perfected at the time the debtor, or another person at the request of the debtor, obtains possession of the collateral, whichever is earlier, (

b) the secured party gives a notice to any other secured part y who has, before the registration of the purchase-money

RSA 2000

Section 34

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 49 security interest, registered a financing statement containing a description that includes the same item or kind of collateral, (

c) the notice referred to in c lause (

b) states that the person giving the notice expects to acquire a purchase-money security interest in inventory of the debtor, and describes the inventory by item or kind, and (

d) the notice is given before the debtor, or another person a t the request of the debtor, obtains possession of the collateral, whichever is earlier.

(4) A notice referred to in subsection (3) may be given in accordance with

section 72 or by registered mail addressed to the address of the person to be notified as it appears in the financing statement referred to in subsection (3)(b).

(5) A purchase-money security interest in goods or, subject to

section 28, its proceeds, taken by a seller, lessor or consignor of the collateral, that is perfected (

a) in the case of inventory, at the date the debtor, or anoth er person at the request of the debtor, obtains possession of the collateral, whichever is earlier, and (

b) in the case of collateral ot her than inventory, not later than 15 days after the debtor, or another person at the request of the debtor, obtains possession of the collateral, whichever is earlier, has priority over any other purchase-money security interest in the same collateral given by the same debtor.

(6) A non-proceeds security interest in accounts given for new value has priority over a purchase-money security interest in the accounts as proceeds of inventory if a financing statement relating to the security interest in the accounts is registered before the purchase-money security interest is perfected or a financing statement relating to it is registered. (6.1) Subsection (6) does not apply to a deposit account.

(7) A non-proceeds purchase-money security interest has priority over a purchase-money security interest in the same collateral as proceeds if the non-proceeds purchase-money security interest, (

a) in the case of inventory, i s perfected at the date the debtor, or another person at the request of the debtor, obtains possession of the collateral, whichever is earlier, and

RSA 2000

Section 34

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 50 (

b) in the case of collateral other than inventory, is perfected not later than 15 days after the debtor, or another person at the request of the debtor, obtains possession of the collateral, whichever is earlier.

(8) For the purposes of this section, where goods are shipped by common carrier to a debtor or to a person designated by the debtor, the debtor is deemed not to have obtained possession of the goods until the debtor, or another person at the request of the debtor, has obtained actual possession of the goods or a document of title to the goods, whichever is earlier.

(9) A perfected security interest in crops or their proceeds, given for value to enable the debtor to produce or harvest the crops and given (

a) while the crops are growing crops, or (

b) during the 6-month period immediately prior to the time when the crops became growing crops, has priority over any other security interest in the same collateral given by the same debtor.

(10) A perfected security interest in fowl, cattle, horses, sheep, swine, fish or their proceeds given for value to enable the debtor to acquire food, drugs or hormones to be fed to or placed in the fowl, animals or fish has priority over any other security interest in the same collateral given by the same debtor other than a perfected purchase-money security interest.

(11) A purchase-money security interest is deemed for priority purposes to have been assigned to the secured party who provided value to the debtor under a refinancing agreement if (

a) refinancing of an obligation referred to in

section 1(1)(ll)(

i) or (ii) occurs under a refinancing agreement between the debtor and a secured party other than the secured party who provided the credit or value referred to in those subclauses, and (

b) either (

i) the original registration relating to the purchase-money security interest securing the obligation is amended to identify the secured party named in the refinancing agreement as a secured party, or (ii) before expiry or discharge of the original registration relating to the security interest, a registration relating to

RSA 2000

Section 35

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 51 the purchase-money security interest is effected disclosing the secured party named in the refinancing agreement as the secured party, or the security interest is otherwise perfected.

(12) A purchase-money security interest that is deemed to have been assigned under subsection (11) has the same priority it had immediately before the deemed assignment with respect to a competing security interest but, if subsection (11)(b)(ii) applies, it is subordinate to advances made or contracted for by the holder of a perfected competing security interest (

a) after expiry or discharge of the original registration rel ating to the purchase-money security interest, and (

b) before written notice of the deemed assignment is given to the holder. RSA 2000 cP-7 s34;2023 c5 s9(18) Residual priority rules 35(1) Where this Act provides no other method for determining priority between security interests, (

a) priority between conflicti ng perfected security interests in the same collateral is determined by the order of occurrence of the following: (

i) the registrati on of a financing statement without regard to the date of attachment of the security interest; (ii) possession of the collate ral under

section 24 without regard to the date of attachment of the security interest; (iii) control under

section 1(1.2); (iv) perfection under

section 5, 7, 26, 29 or 77, whichever is earliest, (

b) a perfected security inter est has priority over an unperfected security interest, and (

c) priority between unperfected security interests is determined by the order of attachment of the security interests.

(2) For the purposes of subsection (1), a continuously perfected security interest shall be treated at all times as having been perfected by the method by which it was originally perfected.

RSA 2000

Section 35

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 52

(3) Subject to

section 28, for the purposes of subsection (1), the time of registration, possession or perfection of a security interest in original collateral is also the time of registration, possession or perfection of its proceeds.

(4) A security interest in goods that are (

a) consumer goods or equipment, and (

b) prescribed as serial numbered goods is not registered or perfected by registration for the purposes of subsection (1), (7) or (9) or

section 34(2) unless a financing statement relating to the security interest is registered that includes a description of the goods by serial number with the serial number entered into the field labelled for the receipt of serial numbers.

(5) Subject to subsection (6), the priority that a security interest has under subsection (1) applies to all advances, including future advances.

(6) A perfected security interest that would otherwise have priority over a writ of enforcement issued under the Civil Enforcement Act has that priority only to the extent of (

a) advances made before the secured party acquires knowledge of the writ within the meaning of

section 32 of the Civil Enforcement Act, (

b) advances made pursuant to an obligation owing to a person other than the debtor entered into by the secured party before acquiring the knowledge referred to in clause (a), and (

c) reasonable costs incurred and expenditures made by the secured party for the protection, preservation or repair of the collateral.

(7) Subsection 8 applies to the re-registration of a security interest the registration of which has lapsed as a result of a failure to renew the registration or has been discharged in error or without authorization.

(8) If the secured party re-registers a security interest within 30 days after the lapse or discharge of its registration, the lapse or discharge does not affect the priority status of the security interest in relation to a competing perfected security interest or registered writ of enforcement that, immediately prior to the lapse or discharge, had a subordinate priority position, except to the extent that the competing security interest secures advances made or

RSA 2000

Section 35.1

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 53 contracted for after the lapse or discharge and prior to the re-registration.

(9) Where a debtor transfers an interest in collateral that, at the time of the transfer, is subject to a perfected security interest, that security interest has priority over any other security interest granted by the transferee before the transfer, except to the extent that the security interest granted by the transferee secures advances made or contracted for (

a) after the expiry of 15 days from the day the secured party who holds the security interest in the transferred collateral has knowledge of the information required to register a financing statement disclosing the transferee as the new debtor, and (

b) before the secured party referred to in clause (

a) amends the registration to disclose the name of the transferee as the new debtor or takes possession of the collateral. (10) Subsection (9) does not apply where the transferee acquires the debtor’s interest free from the security interest granted by the debtor.

(11) The priority of a security interest in relation to another security interest in the same collateral as provided in this or any other Act is not affected by measures taken to enforce the security interest of any secured party. RSA 2000 cP-7 s35;2023 c5 s9(19) Priority among conflicting security interests 35.1(1) The rules in this

section govern priority among conflicting security interests in the same investment property.

(2) A security interest of a secured party having control of investment property under

section 1(1.1) has priority over a security interest of a secured party that does not have control of the investment property.

(3) A security interest in a certificated security in registered form that is perfected by taking delivery under

section 24(3) and not by control under

section 24.1 has priority over a conflicting security interest perfected by a method other than control.

(4) Except as otherwise provided in subsections (5) and (6), conflicting security interests of secured parties each of which has control under

section 1(1.1) rank according to priority in time of (

a) if the collateral is a s ecurity, obtaining control,

RSA 2000

Section 36

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 54 (

b) if the collateral is a sec urity entitlement carried in a securities account, (

i) the secured party’s becoming the person for which the securities account is maintained, if the secured party obtained control under

section 25(1)(

a) of the Securities Transfer Act, (ii) the securities intermediary ’s agreement to comply with the secured party’s entitlement orders with respect to security entitlements carried or to be carried in the securities account, if the secured party obtained control under

section 25(1)(

b) of the Securities Transfer Act, or (iii) if the secured party obtained control through another person under

section 25(1)(

c) of the Securities Transfer Act, when the other person obtained control, o r (

c) if the collateral is a fut ures contract carried with a futures intermediary, the satisfaction of the requirement for control specified in

section 1(1.1)(d)(ii) with respect to futures contracts carried or to be carried with the futures intermediary.

(5) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

(6) A security interest held by a futures intermediary in a futures contract or a futures account maintained with the futures intermediary has priority over a conflicting security interest held by another secured party.

(7) Conflicting security interests granted by a broker, securities intermediary or futures intermediary that are perfected without control under

section 1(1.1) rank equally.

(8) In all other cases, priority among conflicting security interests in investment property is governed by

section 35. 2006 cS-4.5 s108(23) Fixtures 36(1) Subject to the regulations, this

section applies only with respect to land for which a certificate of title has been issued under the Land Titles Act.

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 55

(2) Except as provided in this

section and in

section 30, a security interest in goods that attaches before or at the time the goods become fixtures has priority with respect to the goods over a claim to the goods made by a person with an interest in the land.

(3) A security interest referred to in subsection (2) is subordinate to the interest of (

a) a person who acquires for value an interest in the land af ter the goods become fixtures, including an assignee for value of the interest of a person with an interest in the land at the time the goods become fixtures, and (

b) a person with a registered mortgage on the land who, after the goods become fixtures, (

i) makes an advance under the mortgage, but only with respect to the advance, or (ii) obtains an order confirming sale or a vesting order in a foreclosure action without fraud and before the security interest is registered in accordance with

section 49.

(4) Where (

a) a search is made of a certificate of title, (

b) at the time of the search th ere is not any notice under

section 49 endorsed on that certificate of title, and (

c) on the day that search is made, in reliance on that search, mortgage money is advanced under a mortgage registered against that certificate of title, that mortgage money is deemed to have been advanced before the registration of any notice under

section 49 not disclosed by that search notwithstanding that a notice was registered against that certificate of title on the day that the search was made.

(5) A security interest in goods that attaches after the goods become fixtures is subordinate to the interest of a person who (

a) has an interest in the la nd at the time the goods become fixtures and who (

i) has not consented to the security interest, (ii) has not disclaimed an inter est in the goods or fixtures,

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 56 (iii) has not entered into an a greement under which a person is entitled to remove the goods, or (iv) is not otherwise preclud ed from preventing the debtor from removing the goods, or (

b) acquires an interest in the land after the goods become fixtures, if the interest is acquired without fraud and before the security interest in the goods is registered in accordance with

section 49.

(6) A security interest referred to in subsection (2) or (5) is subordinate to the interest of a creditor of the debtor who caused to be registered a writ of enforcement, judgment, order, certificate or similar instrument authorized to be registered pursuant to

an Act in the appropriate land titles office after the goods became fixtures and before the security interest is registered in accordance with

section 49.

(7) The interest of a creditor referred to in subsection (6) does not take priority over a purchase-money security interest in goods that is registered in accordance with

section 49 not later than 15 days after the goods are affixed to the land.

(8) A secured party who, under this Act, has the right to remove goods from land shall exercise that right of removal in a manner that causes no greater damage or injury to the land and to other property situated on it and that puts the occupier of the land to no greater inconvenience than is necessarily incidental to the removal of the goods.

(9) A person, other than the debtor, who has an interest in the land at the time the goods subject to the security interest are affixed to the land is entitled to reimbursement for any damages to the person’s interest in the land caused during the removal of the goods, but is not entitled to reimbursement for diminution in the value of the land caused by the absence of the goods removed or by the necessity of replacement.

(10) The person entitled to reimbursement as provided in subsection (9) may refuse permission to remove the goods until the secured party has given adequate security for the reimbursement.

(11) The secured party may apply to the Court for any one or more of the following: (

a) an order determining who is entitled to reimbursement under this section;

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 57 (

b) an order determining the amount and kind of security to be provided by the secured party; (

c) an order prescribing the depository for the security; (

d) an order dispensing with the need to provide security for reimbursement under subsection (10).

(12) A person having an interest in the land that is subordinate to a security interest as provided in this

section may, before the goods have been removed from the land by the secured party, retain the goods on payment to the secured party of the lesser of (

a) the amount secured by the security interest having priorit y over the person’s interest, and (

b) the market value of the goods if they were removed.

(13) The secured party who has a right to remove the goods from the land shall give to each person who appears by the records of the land titles office to have an interest in the land a notice of the intention of the secured party to remove the goods, and the notice shall contain (

a) the name and address of the secured party, (

b) a description of the goods to be removed, (

c) the amount required to satisfy the obligation secured by t he security interest, (

d) a description of the land to which the goods are affixed, (

e) a statement of intention to remove the goods unless the amount referred to in subsection (12) is paid on or before a specified date that is not less than 15 days after the notice is given in accordance with subsection (14), and (

f) a statement of the market value of the goods.

(14) A notice referred to in subsection (13) shall be given at least 15 days before removal of the goods, and may be given in accordance with

section 72 or by registered mail addressed to the address of the person to be notified as it appears in the records of the land titles office.

(15) A person entitled to receive a notice under subsection (13) may apply to the Court for an order postponing removal of the goods from the land. 1988 cP-4.05 s36;1990 c31 s25;1994 cC-10.5 s148

RSA 2000

Section 37

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 58 Security interests in crops 37(1) Subject to the regulations, this

section applies only with respect to land for which a certificate of title has been issued under the Land Titles Act.

(2) Except as provided in this section, a security interest in crops has priority with respect to the crops over an interest in the crops claimed by a person with an interest in the land.

(3) A security interest referred to in subsection (2) is subordinate to the interest of (

a) a person who acquires for value an interest in the land wh ile the crops are growing crops, including an assignee for value of the interest of a person with an interest in the land where the assignee acquires that interest for value and while the crops are growing crops, and (

b) a person with a registered mortgage on the land who, after the crops become growing crops, (

i) makes an advance under the mortgage, but only with respect to the advance, or (ii) obtains an order confirming sale or a vesting order in a foreclosure action without fraud and before the security interest in the growing crops is registered in accordance with

section 49.

(4) A security interest referred to in subsection (2) is subordinate to the interest of a creditor of the debtor who causes to be registered a writ of enforcement, judgment, order, certificate or similar instrument authorized to be registered pursuant to

an Act in force in the Province in the appropriate land titles office before the security interest is registered in accordance with

section 49.

(5) The interest of a creditor referred to in subsection (4) does not take priority over a purchase-money security interest in the crops, or a security interest in the crops referred to in

section 34(9), that is registered in accordance with

section 49 not later than 15 days after the time the security interest in the crops attaches.

(6) Section 36(8) to (15) apply to the seizure and removal of growing crops from land. 1988 cP-4.05 s37;1990 c31 s26;1994 cC-10.5 s148 Security interests re accessions 38(1) In this section,

RSA 2000

Section 38

Chapter P-7 PERSONAL PROPERTY SECURITY ACT 59 (a) “other goods” means goods to which an accession is installed or affixed; (b) “the whole” means an accessi on and the goods to which the accession is installed or affixed.

(2) Except as provided in this

section and

section 30, a security interest in goods that attaches before or at the time the goods become an accession has priority with respect to the goods over a claim to the goods as an accession made by a person with an interest in the whole.

(3) A security interest referred to in subsection (2) is subordinate to the interest of (

a) a person who acquires for value an interest in the whole after the goods become an accession, including an assignee for value of the interest of a person with an interest in the whole at the time the goods become an accession, and (

b) a person with a security interest taken and perfected in t he whole who, after the goods become accessions, (

i) makes an advance under a security agreement, but only with respect to the advance, or (ii) acquires the right to retain the whole in satisfaction of the obligation secured without knowledge of the security interest in the accession and before it is perfected.

(4) A security interest in goods that attaches after the goods become an accession is subordinate to the interest of a person who (

a) has an interest in the other goods at the time the goods become an accession and who (

i) has not consented to the security interest, (ii) has not disclaimed an interest in the accession, (iii) has not entered into an a greement under which a person is entitled to remove the accession, or (iv) is not otherwise preclud ed from preventing the debtor from removing the accession, o r

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 60 (

b) acquires an interest in the whole after the goods become an accession, if the interest is acquired without knowledge and before the security interest in the accession is perfected.

(5) A secured party who, under this Act, has the right to remove an accession from the whole shall exercise that right of removal in a manner that causes no greater damage or injury to the other goods and that puts the person in possession of the whole to no greater inconvenience than is necessarily incidental to the removal of the accession.

(6) A person, other than the debtor, who has an interest in the other goods at the time the goods subject to the security interest become an accession is entitled to reimbursement for any damages to the person’s interest in the other goods caused during the removal of the accession, but is not entitled to reimbursement for diminution in the value of the other goods caused by the absence of the accession or by the necessity of its replacement.

(7) The person entitled to reimbursement as provided in subsection (6) may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.

(8) The secured party may apply to the Court for one or more of the following: (

a) an order determining who is entitled to reimbursement under this section; (

b) an order determining the amount and kind of security to be provided by the secured party; (

c) an order prescribing the depository for the security; (

d) an order dispensing with the need to provide security for reimbursement under subsection (7).

(9) A person having an interest in the whole that is subordinate to a security interest as provided in this

section may, before the accession has been removed from the whole by the secured party, retain the accession on payment to the secured party of the lesser of (

a) the amount secured by the security interest having priorit y over the person’s interest, and (

b) the market value of the accession if it were removed.

(10) The secured party who has a right to remove the accession from the whole shall give

RSA 2000

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Chapter P-7 PERSONAL PROPERTY SECURITY ACT 61 (

a) to each person who is known by the secured party to have an interest in the other goods or in the whole, and (

b) to each person wh o has registered a financing statement indexed in the name of the debtor and referring to the other goods or according to the serial number of the other goods where the other goods are prescribed as serial number goods a notice of the intention of the secured party to remove the accession.

(11) A notice referred to in subsection (10) shall contain (

a) the name and address of the secured party, (

b) a description of the goods to be removed, (

c) the amount required to satisfy the obligations secured by the security interest, (

d) a description of the other goods, (

e) a statement of intention to remove the accession unless th e amount referred to in subsection (9) is paid on or before a specified date that is not less than 15 days after the notice is given in accordance with subsection (12), and (

f) a statement of the market value of the accession.

(12) A notice referred to in subsection (10) must be given at least 15 days before removal of the accession, and may be given in accordance with

section 72 or by registered mail addressed to the address of the person to be notified as it appears on the financing statement.

(13) A person entitled to receive a notice under subsection (10) may apply to the Court for an order postponing removal of the accession. RSA 2000 cP-7 s38;2023 c5 s9(20) Security interests in processed or commingled goods 39(1) A perfected security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product.

(2) For the purposes of

section 35, perfection of a security interest in goods that subsequently become part of a product or mass is also to be treated as perfection of the interest in the product or mass.

RSA 2000

Section 39

Chapter P-7

Document details

Collection	Alberta — Consolidated Statutes
Citation	RSA 2000 cP-7
Type	statute
Volume / chapter	P07
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	e318de38be0dce3c723b75deeed70320f5e800d3

Source file is stored in the law ingest library (pdf).